Common use of Liability Clause in Contracts

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, Act controls or is a controlling person (“Controlling Person”) of the Subadviser, Sub-Adviser shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the SubadviserSub-Adviser’s duties, or any breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this Agreement. Notwithstanding . b. The Sub-Adviser agrees that neither the foregoing, nothing contained in this Agreement Company nor the Fund shall constitute a waiver bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except to the extent that such damages, expense or loss (i) was as a result of actions taken or failed to be taken by reason the Company or the Adviser, (ii) was as a result of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in of the performance of their duties, Adviser or by reason of any breach or reckless disregard of the Trust’s or Investment Adviser’s obligations and duties to the Fund and its shareholders under the federal securities laws or the Code, (iii) any breach by the Adviser of its obligations or duties under this Agreement or the Advisory Agreement. Notwithstanding the foregoing, nothing ; or (iv) may be based upon any untrue statement or alleged untrue statement of a material fact contained in this Agreement shall constitute the Fund’s Registration Statement, prospectus or statement of additional information, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a waiver material fact required to be stated therein or limitation of rights that necessary to make the Subadviser may have under federal statements therein not misleading, unless such statement or state securities lawsomission was made in reliance upon information furnished by the Sub-Adviser to the Adviser.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required Exhibitor shall at all times protect, indemnify, save and hold harmless BAC Productions against and from any and all loss, cost, damage, liability or expense arising from, or out of, or by the provisions any reason of this Agreement (including under Section 14)any accident, the 1940 Act or the rules thereunder or other applicable lawoccurrence to anyone, the Trust including but not limited to Exhibitor, its employees, representatives, agents, servants and the Investment Adviser agree that the Subadviserbusiness invitees, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forwhich arises from, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesof, or by reason of reckless disregard said Exhibitor’s occupancy and use of the Subadviser’s obligations and duties under this Agreementshow premises or any part thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Under no circumstances will BAC Productions be liable for lost profits or any other incidental or consequential damages. EACH Exhibitor MUST OBTAIN SUFFICIENT INSURANCE COVERAGE TO COVER EXHIBIT MATERIALS AGAINST DAMAGE AND LOSS, expensesAND PUBLIC LIABILITY INSURANCE AGAINST INJURY TO THE PERSON OR PROPERTY OF OTHERS. From time to time BAC Productions will engage security guards, but it is understood by the Exhibitor that its property shall remain under the Exhibitor at all times. Should the Exhibitor desire to hire its own security guards, such security guards must be approved in writing by BAC Productions. IF THE PREMISES OR ANY PORTION THEREOF, DURING THE TERM OF THIS CONTRACT, BE DAMAGED BY THE ACT, OMISSION OR NEGLIGENCE OF Exhibitor, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SERVANTS. Exhibitor SHALL PAY TO BAC PRODUCTIONS UPON DEMAND SUCH SUM AS SHALL BE NECESSARY TO RESTORE SAID SHOW PREMISES TO THEIR PRESENT CONDITION. In the event the show premises or any part thereof are unavailable whether for the entire show or a portion thereof as a result of fire, flood, strikes, riots, acts of God, or losses in connection with any act other cause beyond BAC Productions’ reasonable control, or omission arising out should BAC Productions decide that because of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by such cause it is necessary to cancel, postpone or resite the provisions of this Agreement (including under Section 14)show, or reduce the 1940 Act installation time the show hours, or the rules thereunder or other applicable lawdismantling time, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, BAC Productions shall not be liable for, to indemnify or subject to any damages, expenses, or losses reimburse Exhibitor in connection with, any act or omission connected with or arising out respect of any services rendered under this Agreementdamages or loss, except direct or indirect arising as a result thereof. Refunds in the case of termination shall be made to Exhibitors in the amount based on the original exhibit fee less prorated adjustment based on BAC Productions’ cost incurred from staging the show. If an exhibit fails to arrive, Exhibitor will be, nevertheless responsible for booth rent and no refund shall be made. If the assigned space is not occupied by reason the time set for completion of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard installation of the Trust’s displays, such space may be taken by BAC Productions and reallocated or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver reassigned for such purposes or limitation of rights that the Subadviser uses BAC Productions may have under federal or state securities lawssee fit.

Liability. (a) Except as may otherwise 10.1 CTK shall have no liability under this MTA except to the extent arising out of a material negligent breach of an obligations hereunder critical for the realization of the purpose of this MTA, or damages arising out of its gross negligence or willful misconduct or gross negligence; however, in case of ordinary negligence, CTK’s liability shall be required limited to foreseeable damages caused by the provisions of this Agreement (including under Section 14)negligent defect or misconduct. 10.2 Notwithstanding any term to the contrary herein, the 1940 Act CTK shall have no responsibility or the rules thereunder liability damages caused by non-compliant or other inappropriate handling, storage, use, processing and/or disposal of Material by Recipient. 10.3 To the extent permitted under applicable law, Recipient shall indemnify, defend and hold harmless CTK and its officers, employees, licensors and agents (the Trust “Indemnitees”) from and the Investment Adviser agree that the Subadviseragainst any liability, damage, loss or expense of any affiliated person kind (including without limitation reasonable attorney fees) incurred by or imposed upon any of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses Indemnitees in connection withwith any claims, any act suits, actions, demands or omission connected with or judgments arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out theory of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserdamage or loss liability relating to Recipient’s obligations under this Agreementhandling, storage, use, processing and/or disposal of Material. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)10.4 IN NO EVENT SHALL CTK BE LIABLE FOR ANY INDIRECT, the 1940 Act or the rules thereunder or other applicable lawINCIDENTAL, the Subadviser agrees that the Trust and the Investment AdviserCONSEQUENTIAL, any affiliated person thereofSPECIAL, and each personEXEMPLARY OR PUNITIVE DAMAGES UNDER THIS MTA, if anyINCLUDING WITHOUT LIMITATION, whoCOST OF COVER, within the meaning of Section 15 of the 1933 ActLOST REVENUES AND PROFITS, controls the Trust or Investment AdviserLOSS OF BUSINESS, shall not be liable forDOWNTIME, or subject to any damagesPROPERTY DAMAGE, expensesLOSS OF GOODWILL OR ANY ECONOMIC DAMAGES OR LOSS OF ANY KIND, or losses in connection withWHETHER FORESEEABLE OR NOT AND WHETHER BASED ON CONTRACT, any act or omission connected with or arising out of any services rendered under this AgreementTORT, except by reason of the Trust’s or Investment Adviser’s willful misfeasanceNEGLIGENCE, bad faithSTRICT LIABILITY OR OTHERWISE, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsEVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Client in the performance of its duties hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. (a) Except as may otherwise The Delaware Trustee shall be required by entitled to all of the provisions of same rights, protections, indemnities and immunities under this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, Declaration and with respect to the Trust and the Investment Adviser agree that shareholders as the Subadviser, board of trustees. No amendment or waiver of any affiliated person provision of this Declaration which adversely affects the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Delaware Trustee shall be effective against it without its prior written consent. (b) The Delaware Trustee shall not be liable forfor supervising or monitoring the performance and the duties and obligations of any other Person, including, without limitation, the board of trustees or subject the Adviser or the Trust under this Declaration or any related document. The Delaware Trustee shall not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation: (i) the Delaware Trustee shall not be personally liable for any error of judgment made in good faith; (ii) no provision of this Declaration shall require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iii) under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust; (iv) the Delaware Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Declaration or for the due execution hereof by any other party hereto; (v) the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any damagesfact or matter the manner of ascertainment of which is not specifically prescribed herein, expensesthe Delaware Trustee may for all purposes hereof rely on a certificate or resolution, signed by the board of trustees or losses an officer of the Trust as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in connection withgood faith in reliance thereon; (vi) in the exercise or administration of the Trust hereunder, the Delaware Trustee (A) may act directly or through agents or attorneys pursuant to agreements entered into with any act of them, and the Delaware Trustee shall not be liable for the default or omission connected misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and (B) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and employed by it, and it shall not be liable for anything done, suffered or arising out omitted in good faith by it in accordance with the advice or opinion of any services rendered under this Agreementsuch counsel, except accountants or other skilled persons; (vii) in accepting and performing its express duties hereunder the Delaware Trustee acts solely as Delaware Trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Trustee by reason of the Subadviser’s willful misfeasancetransactions contemplated by this Declaration shall look only to the Trust for payment or satisfaction thereof; and (viii) the Delaware Trustee shall incur no liability if, bad faithby reason of any provision of any present or future law or regulation thereunder, or gross negligence in by any force majeure event, including but not limited to natural disaster, act of war or terrorism, or other circumstances beyond its reasonable control, the performance Delaware Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of the Subadviser’s dutiesthis Declaration provide shall or may be done or performed, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoingany exercise of, nothing contained or failure to exercise, any discretion provided for in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementDeclaration. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. No provision of the Trust Documents will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14As provided in Subsection 8.2(1), the 1940 Act or Trustee will not be personally liable for an error of judgment made in good faith by any authorized officer of the rules thereunder or other applicable lawTrustee, the Trust and the Investment Adviser agree unless it is proven that the Subadviser, any affiliated person of Trustee was negligent in ascertaining the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement.pertinent facts; (b) Except The Trustee will not be personally liable with respect to any action taken, permitted or omitted to be taken by it in good faith in accordance with the direction of Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) as may otherwise to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or for exercising any trust or power conferred upon the Trustee, under the Trust Documents; (c) For all purposes of the Trust Documents, unless the Trustee and the Guarantor are the same Person, the Trustee will not be required by deemed to have knowledge of any Guarantor Event of Default or event that, with notice or lapse of time, or both, would become a Guarantor Event of Default, unless an authorized officer of the provisions Trustee has received written notice of the event from the Master Servicer, or an authorized officer of the Trustee has actual knowledge of the event. In the absence of such written notice or actual knowledge, no provision of the Trust Documents requiring the Trustee to take any action or to assume any duty or responsibility following the occurrence of any Guarantor Event of Default or event that, with notice or lapse of time, or both, would become a Guarantor Event of Default, will be effective as to the Trustee; and (d) For purposes of this Agreement (including under Section 14)Article X, references to the 1940 Act or the rules thereunder or other applicable lawTrustee include its directors, the Subadviser agrees that the Trust officers, employees and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsagents.

Liability. (a) Except as may otherwise be required The Parties agree that, to the extent permitted by law: the provisions operation of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person Part 4 of the SubadviserCivil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forliabilities under, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason whether such rights, obligations or liabilities are sought to be enforced as a breach of contract, a claim in tort or otherwise; and in accordance with clause 74 [Applicable law and jurisdiction], this clause 50.1 applies to all and any rights, obligations and liabilities under, or in connection with, this Agreement, whether such rights, obligations or liabilities arise in the State of New South Wales or elsewhere in Australia. If the Provider acts as trustee for a trust (the 'Trust') in relation to this Agreement, the Provider warrants to the Department that: the Provider is the only trustee of the Subadviser’s willful misfeasance, bad faithTrust; the Provider has not been removed from, or gross negligence in ceased to act, or resigned or retired from the performance office of trustee of the Subadviser’s dutiesTrust, nor has any decision or action been taken or proposed in respect of the removal, resignation or retirement of the Provider as trustee of the Trust, or by reason of reckless disregard to appoint an additional trustee of the Subadviser’s obligations and duties Trust; the Provider is not in default under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have deed; the Provider has power under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s the Trust deed to enter into and observe the Provider's obligations under this Agreement. (b) Except as may otherwise be required by ; the provisions of Provider has entered in this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that in its capacity as trustee of the Trust and for the Investment Adviser, any affiliated person thereofbenefit of the beneficiaries of the Trust; the Provider has a right, and each personwill at all times have a right, if any, who, within the meaning of Section 15 to be fully indemnified out of the 1933 Actassets of the Trust in respect of the obligations incurred by it under this Agreement; the assets of the Trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the Provider has a right to be indemnified out of the trust fund; and to the extent that the assets of the Trust are insufficient to satisfy any right of indemnity, controls the Provider holds professional indemnity insurance as required by clause 49 of this Agreement. The Provider indemnifies the Department against any liability or loss arising from, and any expenses (including, without limitation, legal costs and expenses on a full indemnity basis) incurred in connection with the following situations: where a warranty made by the Provider under this clause 51 is found to be incorrect or misleading when made or taken to be made; and/or the Provider ceases to be the trustee of the Trust or Investment Adviser, shall not be liable for, or subject any step is taken to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason appoint another trustee of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise 12.1 Sonardyne shall only be required by liable to the provisions Customer in respect of claims notified to Sonardyne in accordance with this Agreement and in particular clauses 6 (Delivery and Shipment) and 7 (Warranty Claims) of these Terms. 12.2 The liability of Sonardyne and Sonardyne Personnel are exclusively as described under clause 4 (Warranties) and clause 7 (Warranty Claims). Otherwise, Sonardyne and Sonardyne Personnel shall have no liability whatsoever towards the Customer for the provision of Products and/or Services under this Agreement, including but not limited to circumstances or events described under Section 14)clause 4.3.2. 12.3 Any liability Sonardyne may have for claims concerning damage to the physical property (excluding the Products) of the Customer or the Customer’s Personnel arising out of or in connection with this Agreement, the 1940 Act or Products and Services, however arising, shall be limited to £2,000,000 (two million pounds sterling) in total, in respect of all claims. 12.4 Without prejudice to the rules thereunder or other limitations on Sonardyne's liability in this Agreement but subject to permissibility under applicable law, the Trust and the Investment Adviser agree that the Subadviser, liability of Sonardyne for any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or claims arising out of or in connection with this Agreement, the Products and the Services, however arising, shall be limited in respect of all claims in aggregate to a sum equal to 100% of the Charges payable (exclusive of VAT) by the Customer for the hire of the relevant Products and/or provision of the relevant Services under this Agreement giving rise to the claim, or £1 million, whichever is the lesser. 12.5 The Customer shall indemnify, defend, hold harmless and release Sonardyne and all Sonardyne Personnel at all times against all claims, demands, costs (including legal costs on a full indemnity basis) expenses, losses and liabilities incurred by Sonardyne and Sonardyne Personnel as a result of Sonardyne providing the Products or Services. 12.6 Sonardyne shall have no liability to the Customer in contract or in tort or otherwise for loss, injury, damage or expense, including, without limitation, loss of earnings, profits or anticipated savings by reason of any services rendered defect in the Products or any service by Sonardyne or if the Products become unusable, however caused, and Sonardyne will not in any event be liable to replace any of the Products so that, in the event that the Products become unusable or are in any way defective then any remedy available to the Customer shall be a fair abatement of the rental payable to Sonardyne subject to the Customer giving immediate notice to Sonardyne of all relevant circumstances. 12.7 Notwithstanding any other provision to the contrary under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement no event shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Sonardyne be liable for any damagesform of indirect or consequential loss or damage, expenseswhether in contract or in tort or howsoever arising including, but not limited to, loss of revenue or profit; loss of goodwill or damage to reputation; loss of business, production or business opportunity; loss of bargain or anticipated saving; loss of data, or losses in connection with any act for corruption of data or omission arising out information; the cost of detachment, decommissioning and retrieval of any services rendered products or items and the attachment or commissioning of any products or items (except where expressly agreed in writing to be part of the Services); or any costs and liabilities arising from pollution or environmental damage caused directly or indirectly by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act any Products or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsServices.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (“the 1933 Act, ”) controls the SubadviserSub-Adviser (each a “Sub- Adviser Controlling Person,” and collectively, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained in its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement shall constitute a waiver if the Sub-Adviser is instructed in writing by the Adviser or limitation of rights the Trust to take such action or non-action. The Adviser understands and acknowledges that the Trust Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or Investment Adviser may have under federal that its performance will match any benchmark index or state securities lawsother standard or objective. In additionno case shall the Sub-Adviser, Subadviser shall its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser (if any). b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or shall be subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Company, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities or commodities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Company which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement is intended to limit the obligations of the Adviser under such laws. Neither the Manager nor the Company shall constitute a waiver have any liability to the Adviser or limitation any third party arising out of rights that or related to this Agreement, provided however, the Trust Manager and the Company agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or Investment litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, Company’s responsibilities to the Subadviser agrees that the Trust and the Investment Adviser, Adviser which may be based upon any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the TrustManager’s or Investment Adviserthe Company’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Company or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding The Sub-Advisor is not responsible for supervising the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation Custodian Bank of rights that the Subadviser may have under federal or state securities lawsTrust.

Liability. (a) Except as may otherwise be required To the fullest extent permitted by the provisions of this Agreement (including under Section 14)law, neither we, the 1940 Act Manager, nor our respective employees, officers, directors, agents, representatives and affiliates, together with their successors and assigns (collectively the will be liable to you or the rules thereunder any of your guests, invitees, licensees or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviseragents, and each personyou, if anyfor yourself and for your guests, whoinvitees, within licensees and agents hereby release the meaning of Section 15 of the 1933 ActReleased Parties from any and all claims, controls the Subadviserlosses, shall not be liable for, or subject to any damagescosts, expenses, personal injury, damage, or losses loss to person or property (including any damage or loss to any personal property left in connection withthe Premises after the Lease has terminated or expired) caused by or associated with theft, burglary, assault or criminal conduct of other persons, vandalism, fire, smoke, rain, flood, water leaks, hail ice, snow, lightning, wind, the presence of moisture or the growth of, or concurrence of, mold or mildew in the Premises or Property, explosion, surges or interruption of utilities, crimes, your personal conflict with your roommates, for any act damage or omission connected inconvenience which may arise through repair or alteration of the Premises or any other cause whatsoever, and you hereby forever relinquish and acquit the Released Parties from any and all liability therefore. The Released Parties have no duty to remove ice, sleet, or snow, but the Released Parties may do so in whole or in part, with or arising without notice to you. We urge you to obtain your own insurance for losses due to such causes. YOU ASSUME FOR YOURSELF AND ALL YOUR GUESTS, INVITEES, LICENSEES AND AGENTS ANY AND ALL RISKS FROM ANY ACCIDENTS IN CONNECTION WITH USE OF THE PREMISES, THE PROPERTY, OR THE PROPERTY'S RECREATIONAL FACILITIES OR OTHER AREAS, IT BEING UNDERSTOOD THAT ALL SUCH AREAS AND FACILITIES ARE GRATUITOUSLY SUPPLIED FOR YOUR USE, AND AT THE USER'S SOLE RISK. To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from and against (i) all fees, fines, suits, claims, demand, liabilities, and actions (including costs and expenses of defending against such claims) resulting or alleged to result from any breach, violation or non-performance of any covenant or condition in this Lease and (ii) all claims, demands, actions, damages, losses, costs, liabilities, expenses and judgments suffered by, recovered from or asserted against any of the Released Parties on account of injury, illness or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of you or any of your agents, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of you or when any such injury or damage is the result, proximately or remotely, of the violation by you or any of you, or any of your agents, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the rules and policies included in this Lease, or when any such injury or damage may in any other way arise from or out of any services rendered under this Agreementthe occupancy or use by you, except by reason your agents, guests, licensees or invitees of the Subadviser’s willful misfeasanceProperty EVEN IF THE SAME IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE RELEASED PARTIES, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights it being intended that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out foregoing indemnity extend to and cover the negligence of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementsuch parties. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub- Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required provided by the provisions Investment Company Act of this Agreement (including under Section 14)1940 or federal securities laws, the 1940 Act or the rules thereunder or other applicable lawneither Sub-Investment Manager nor any of its officers, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable fordirectors, or employees shall be subject to any damagesliability to Investment Manager, expensesthe Fund, or losses in connection with, any shareholder of the Fund for any error of judgment or any loss arising out of any investment or other act or omission in the course of, connected with with, or arising out of any services service to be rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding Investment Manager and the foregoingFund shall hold harmless and indemnify Sub-Investment Manager for any loss, nothing contained liability, cost, damage, or expense (including reasonable attorneys fees and costs) arising from any claim or demand by any past or present shareholder of the Fund, in their capacity as shareholder, that is not based upon or does not arise from the investment advice and/or other services provided by Sub-Investment Manager pursuant to this Agreement shall constitute a waiver Agreement. Investment Manager acknowledges and agrees that Sub-Investment Manager makes no representation or limitation warranty, express or implied, that any level of rights performance or investment results will be achieved by the Fund or that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection Fund will perform comparably with any act standard or omission arising out index, including other clients of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementSub-Investment Manager, whether public or private. (b) Except Notwithstanding anything to the contrary in sub-Paragraph (a) just above, Sub-Investment Manager agrees to indemnify the Fund, Investment Manager, the Separate Account and the Lincoln National Life Insurance Company (the "Lincoln Entities") for, and hold them harmless against, any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sub-Investment Manager) or litigation (including legal and other expenses) to which the Lincoln Entities, or any of them, may become subject under any statute, at common law or otherwise, insofar as may otherwise be required those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of any failure by the provisions Sub-Investment Manager, whether unintentional or in good faith or otherwise, to adequately diversify the investment program of this Agreement the Fund, pursuant to the requirements of Section 817(h) of the Code, and the regulations issued thereunder (including under Section 14including, but not by way of limitation, Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8730), relating to the 1940 Act or the rules thereunder or other applicable lawdiversification requirements for variable annuity, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofendowment, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawslife insurance contracts.

Liability. (a) Except as may otherwise be required by Notwithstanding anything in this Guaranty to the provisions contrary, Lender shall look for satisfaction of the obligations of a Guarantor under this Guaranty only to the following real and personal property of such Guarantor (the “Available Assets”): (1) the legal and beneficial interests of such Guarantor in any entity that is, at the time of enforcement of this Agreement Guaranty, (i) engaged in the business of holding, constructing, developing or providing property management or overhead services for real estate designed for residential use in the United States and (ii) affiliated in any way with Xxxxxxxx Xxxx Residential Company, or any subsidiary thereof or any successor or assign of all or substantially all of the assets thereof; and (2) any receivables due the Guarantors from any entity described in the foregoing item (1). Except for the Available Assets, Lender shall not look to a Guarantor’s tangible or intangible real and personal property (including under Section 14)cash, the 1940 Act cash equivalents, securities, partnership interests, receivable or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out similar intangible personal property) for satisfaction of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling SubadviserGuarantor’s obligations under this AgreementGuaranty. Subject to Section 21(b), Lender may not look to the tangible or intangible proceeds of any assets of a Guarantor, including proceeds of the Available Assets, except as specifically provided in paragraph (2) above. (b) Except as may otherwise be required by Notwithstanding the provisions of this Agreement (including under limitations in Section 1421(a), Lender may look to proceeds of Available Assets realized by a Guarantor (i) after the 1940 Act Aggregate Collateral Value, as reported in the annual Collateral Value Statements prepared for the Guarantors, is less than $80,000,000 or (ii) as a result of a transaction that causes the rules thereunder or other applicable lawAggregate Collateral Value to be less than $80,000,000 As used in this paragraph, the Subadviser agrees that term “Aggregate Collateral Value” means the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 aggregate value of the 1933 Act, controls Available Assets as calculated on the Trust or Investment Adviser, shall not be liable for, or subject basis provided in the notes to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason the Collateral Value Statements of the Trust’s or Investment Adviser’s willful misfeasanceGuarantors dated as of June 30, bad faith2005. However, or gross negligence notwithstanding this Section 21(b), in the performance no event will Lender be entitled to satisfy any obligation of their duties, or by reason of reckless disregard a Guarantor from any of the Trustfollowing assets (collectively, “Excluded Assets”): (i) the personal residences of the Guarantor, (ii) the Guarantor’s or Investment Advisernonbusiness real estate, including rural, vacation and resort property, up to $1,000,000 in value, (iii) the Guarantor’s obligations personal automobiles and duties under this Agreement. Notwithstanding other tangible personal property, including household goods, clothing, silverware, gems, jewelry and works of art, not to exceed $1,500,000 in values, (iv) the foregoing, nothing contained interests listed in this Agreement shall constitute a waiver or limitation Section 21(c) and (v) proceeds of rights that the Subadviser may have under federal or state securities lawsExcluded Assets.

Liability. (a) Except as may otherwise be required by A. Each Party represents and certifies that: 1. It has the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust right and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject necessary corporate authority to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under enter into this Agreement. 2. It has obtained all necessary consents, waivers, and permission to fulfil the purposes contemplated by this Agreement. For the avoidance of doubt, Data Trust Member shall be solely responsible for obtaining all necessary consents and otherwise complying with applicable law in transmitting Tier 0, Tier 1, Tier 2 and Tier 3 Data to the Trustee and to permit the Trustee to perform its obligations pursuant to this Agreement. 3. ANY DERIVED DATA, AGGREGATE DATA, TRUST-OWNED DATA, AND RESEARCH OUTPUTS CREATED UNDER THIS AGREEMENT ARE PROVIDED "AS IS". THE TRUSTEE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE WORK OR PRODUCTS OF WORK CREATED UNDER THIS AGREEMENT, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF NON- INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA GENERATION, RESEARCH OR ANY INVENTION OR PRODUCT. ANY DATA TRUST MEMBER-CONTRIBUTED DATA RESOURCES ARE PROVIDED “AS IS”. THE DATA TRUST MEMBER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF DATA TRUST MEMBER-CONTRIBUTED DATA RESOURCES UNDER THIS AGREEMENT, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA GENERATION, RESEARCH OR ANY INVENTION OR PRODUCT. 4. Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its officers, directors, employees, and affiliates to the extent allowed by law. Except with respect to: (bi) Except as may otherwise be required by the provisions either Party's breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviseror (ii) any Party's negligence or willful misconduct, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, no Party shall not be liable forhereunder for consequential, exemplary, or subject to any damages, expenses, punitive damages (including lost profits or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.savings)

Liability. (a) Except as may otherwise be required The Parties agree that, to the extent permitted by law: the provisions operation of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person Part 4 of the SubadviserCivil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forliabilities under, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason whether such rights, obligations or liabilities are sought to be enforced as a breach of contract, a claim in tort or otherwise; and in accordance with clause 364 [Applicable law and jurisdiction], this clause 249 applies to all and any rights, obligations and liabilities under, or in connection with, this Agreement, whether such rights, obligations or liabilities arise in the State of New South Wales or elsewhere in Australia. If the Provider acts as trustee for a trust (the 'Trust') in relation to this Agreement, the Provider warrants to the Department that: the Provider is the only trustee of the Subadviser’s willful misfeasance, bad faithTrust; the Provider has not been removed from, or gross negligence in ceased to act, or resigned or retired from the performance office of trustee of the Subadviser’s dutiesTrust, nor has any decision or action been taken or proposed in respect of the removal, resignation or retirement of the Provider as trustee of the Trust, or by reason of reckless disregard to appoint an additional trustee of the Subadviser’s obligations and duties Trust; the Provider is not in default under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have deed; the Provider has power under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s the Trust deed to enter into and observe the Provider's obligations under this Agreement. (b) Except as may otherwise be required by ; the provisions of Provider has entered in this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that in its capacity as trustee of the Trust and for the Investment Adviser, any affiliated person thereofbenefit of the beneficiaries of the Trust; the Provider has a right, and each personwill at all times have a right, if any, who, within the meaning of Section 15 to be fully indemnified out of the 1933 Actassets of the Trust in respect of the obligations incurred by it under this Agreement; the assets of the Trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the Provider has a right to be indemnified out of the trust fund; and to the extent that the assets of the Trust are insufficient to satisfy any right of indemnity, controls the Provider holds professional indemnity insurance as required by clause 242 of this Agreement. The Provider indemnifies the Department against any liability or loss arising from, and any expenses (including, without limitation, legal costs and expenses on a full indemnity basis) incurred in connection with the following situations: where a warranty made by the Provider under this clause 250 is found to be incorrect or misleading when made or taken to be made; and/or the Provider ceases to be the trustee of the Trust or Investment Adviser, shall not be liable for, or subject any step is taken to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason appoint another trustee of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. 8.1 Sponsor agrees to defend (and subject to the statutory duties of the Texas State Attorney General to defend University, if applicable),indemnify and hold harmless System, University, their Regents, officers, agents and employees from any liability, loss or damage they may suffer as a result of third party claims, demands, costs or judgments against them arising out of the activities to be carried out pursuant to the obligations of this Agreement, including but not limited to the use by Sponsor of the results obtained from the activities performed by University under this Agreement; provided, however, that the following is excluded from Sponsor’s obligation to defend, indemnify and hold harmless: (a) Except as may otherwise be required by the provisions negligent failure of this Agreement (including under Section 14), the 1940 Act or the rules thereunder University to substantially comply with any applicable FDA or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, governmental requirements; or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing [***]Certain confidential information contained in this Agreement shall constitute a waiver or limitation document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of rights that the Trust or Investment Adviser may have under federal or state securities lawsSecurities Act of 1933, as amended. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection Confidential treatment has been requested with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under respect to this Agreementinformation. (b) Except as may otherwise be required the negligence or willful malfeasance of any Regent, officer, agent or employee of University or System 8.2 To the extent authorized by the provisions constitution and laws of the State of Texas, University agrees to defend, indemnify and hold harmless Sponsor, its officers, agents and employees from any liability, loss or damage they may suffer as a result of third party claims, demands, costs or judgments against them arising out of (i) the negligence or willful malfeasance of any Regent, officer, agent or employee of University or System or (ii) breach of this Agreement (including under Section 14)by any Regent, the 1940 Act officer, agent or the rules thereunder employee of University or other applicable lawSystem, the Subadviser agrees provided, however, that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, University shall not be liable for, or subject obligated to hold harmless any damages, expenses, or losses in connection with, any act or omission connected with or Sponsor Indemnitee from claims arising out of any services rendered under this Agreement, except by reason the negligence or willful malfeasance of Sponsor. 8.3 Both parties agree that upon receipt of a notice of claim or action arising out of the Trust’s or Investment Adviser’s willful misfeasanceactivities to be carried out pursuant to the Research Program, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of party receiving such notice will notify the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsother party promptly.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In additionThe Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. The Subadviser shall be liable have no liability for any damages, expenses, the acts or losses in connection with any act or omission arising out omissions of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserparty custodian of a Fund’s obligations under this Agreementassets. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Advisor, the Fund, its shareholders, the Advisor and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable lawAdvisor, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (each an “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys’ fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, the Investment Adviser may have under Company Act of 1940, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this Section 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the 1934 Act, the Investment Adviser may have under Advisers Act of 1940, as amended (the “Advisers Act”) or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 10 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Trust, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement shall constitute a waiver or limitation is intended to limit the obligations of rights that the Adviser under such laws. Neither the Manager nor the Trust shall have any liability to the Adviser or Investment any third party arising out of or related to this Agreement, provided however, the Manager and the Trust agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s responsibilities to the Adviser which may be based upon any willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the Manager’s or the Trust’s or Investment Adviser’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Trust or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. Tenant specifically agrees to look solely to Landlord’s (aor its successors’) Except as may otherwise interest in the Building (including rental income and insurance/condemnation proceeds) for the recovery of any judgment (or other judicial decree) from Landlord. Landlord (or if Landlord is a limited liability company, its members, or if Landlord is a corporation, its directors, officers or any successors in interest) shall never be required personally liable for any such judgment. In no event shall Landlord be liable under this Lease for any consequential or punitive damages except to the extent caused by the provisions gross negligence or willful misconduct of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust Landlord. This exculpation of liability to be absolute and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall without exception whatsoever. Landlord will not be liable forto Tenant or any Tenant Party, or subject to any damagesother person whomsoever, for any damage to property on or about the Premises belonging to Tenant or any other person, due to any cause whatsoever, unless caused by the gross negligence or willful or intentional misconduct of Landlord. Tenant hereby covenants and agrees that it will at all times indemnify, defend (with counsel reasonably approved by Landlord) and hold safe and harmless Landlord (including, without limitation, its trustees and beneficiaries if Landlord is a trust), and the Landlord Parties from any loss, liability, claims, suits, costs, expenses, including without limitation reasonable attorney’s fees and damages, both real and alleged, incurred by Landlord or losses in connection with, any act or omission connected with or a Landlord Party arising out of or resulting from the negligence or misconduct of Tenant, a breach by Tenant of any services rendered under provision of this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faithLease, or gross negligence the conduct by Tenant of its business in the performance of Building. Landlord hereby covenants and agrees that it will at all times indemnify, defend (with counsel reasonably approved by Tenant) and hold safe and harmless Tenant, and the Subadviser’s dutiesTenant Parties from any loss, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoingliability, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In additionclaims, Subadviser shall be liable for any damagessuits, costs, expenses, including without limitation reasonable attorney’s fees and damages, both real and alleged, incurred by Tenant or losses in connection with any act or omission a Tenant Party arising out of or resulting from the operation by Landlord of the Building, the negligence or misconduct of Landlord, or a breach by Landlord of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions provision of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsLease.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Trust, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities or commodities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement shall constitute a waiver or limitation is intended to limit the obligations of rights that the Adviser under such laws. Neither the Manager nor the Trust shall have any liability to the Adviser or Investment any third party arising out of or related to this Agreement, provided however, the Manager and the Trust agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s responsibilities to the Adviser which may be based upon any willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the Manager’s or the Trust’s or Investment Adviser’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Trust or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. a. Of BII Always subject Section 7.4, in consideration of the aspects set forth in Section 7.1, BII shall only be liable for any losses, damages, costs or expenses including, without limitation, reasonable attorneys’ fees of any nature (a“Losses”) Except as may otherwise be required incurred or suffered by XENCOR or its Affiliated Companies or any third party (including but not limited to Business Partners) to the provisions extent such Losses are arising from either (i) BII’s non-compliance with the warranties given under Sections 6.1 and 6.3 of this Agreement Agreement, or (including ii) gross negligence or willful acts or omissions of BII or its Affiliated Companies in performing its obligations under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, this Agreement. BII shall not be liable forto XENCOR or be obligated to indemnify XENCOR or its Representatives under Section 7.3 for any Losses incurred or suffered by XENCOR, its Affiliated Companies or subject to by any damagesthird party, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered dispute or other claims or proceedings made by or brought against XENCOR and/or its Affiliated Companies with respect to XENCOR’s use of any results of the Project, the Deliverables (including but not limited to the Product, if any), the Process, the BII Technology and/or the BII Confidential Information and Know-How, obtained (including but not limited to the use under a license that may be granted under this Agreement) under this Agreement including, without limitation, product liability claims, except to the extent such Losses are caused by the gross negligence or wilful acts or omissions of BII or its Affiliated Companies in performing its obligations under this Agreement, except by reason of the Subadviser’s willful misfeasancenor shall BII be responsible in any way for dealing with any such disputes, bad faithclaims or proceedings. b. Of XENCOR Always subject to Section 7.4, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser XENCOR shall be liable for any damagesLosses incurred or suffered by BII, expensesits Affiliated Companies or by any third party arising from either (i) XENCOR’s non-compliance with the warranties given under Sections 6.1 and/or 6.2 of this Agreement, or losses (ii) BII’s or XENCOR’s use of XENCOR Confidential Information and Know-How, the Material, the XENCOR Intellectual Property and/or the XENCOR Technology in connection accordance with this Agreement, or (iii) XENCOR’s use of the Deliverables (including but not limited to the Product, if any), or (iv) XENCOR’ s use of the Process, the BII Technology, the BII Confidential Information and Know-How, and/or any act other results of the Project or omission this Agreement, not in accordance with this Agreement. XENCOR shall not be liable to BII or its Affiliated Companies or be ob1igated to indemnify BII or its Representatives under Section 7.3 for any Losses incurred or suffered by BII or its Affiliated Companies or any third party arising out of any services rendered dispute or other claims or proceedings made by third parties that Subadviser hires or brought against BII or its Affiliated Companies with respect to BII’s use of the BII Confidential Information and Know-How, the Material, the XENCOR Intellectual Property, and/or the XENCOR Technology or BII’s use of the license granted to BII under Section 8.2.5.a outside the scope of this Agreement, in connection with fulfilling Subadviser’s each case except to the extent such liability is caused by the gross negligence or wilful acts or omissions of XENCOR, or its Affiliated Companies in performing its obligations under this Agreement, nor shall XENCOR be responsible in any way for dealing with any such disputes, claims or proceedings. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions If Mortgagor consists of this Agreement more than one person (including under Section 14each such person, a “Borrower Party”), the 1940 Act or the rules thereunder or other applicable law, the Trust obligations and the Investment Adviser agree liabilities of each such Borrower Party hereunder shall be joint and several. Each Borrower Party hereby acknowledges and agrees that the SubadviserBorrower Parties are jointly and severally liable to Lender for all representations, warranties, covenants, obligations and liabilities of each Borrower Party hereunder. Each Borrower Party hereby further acknowledges and agrees that (a) any affiliated person Event of the SubadviserDefault or any default, or breach of a representation, warranty or covenant by any Borrower Party hereunder or under any Secured Note Document to which Mortgagor is a party is hereby considered a default or breach by each Borrower Party, as applicable, and each person, if any, who, within (b) Lender shall have no obligation to proceed against one Borrower Party before proceeding against the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject other Borrower Parties. Each Borrower Party hereby waives any defense to any damages, expenses, or losses in connection with, any act or omission connected with its obligations under this Security Instrument based upon or arising out of the disability or other defense or cessation of liability of one Borrower Party versus the other. A Borrower Party’s subrogation claim arising from payments to Lender shall constitute a capital investment in the other Borrower Party subordinated to any services rendered under this Agreement, except by reason claims of Lender and equal to a ratable share of the Subadviser’s willful misfeasance, bad faithequity interests in such Borrower Party. (a) Notwithstanding anything appearing to the contrary in this Security Instrument, or gross negligence in the performance Note, the Credit Agreement or any of the Subadviser’s dutiesother Secured Note Documents, or by reason neither Lender nor any other Indemnitee shall be entitled to enforce the liability and obligation of reckless disregard of Mortgagor to pay, perform and observe the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver Security Instrument by any action or limitation proceeding against any member, shareholder, partner, manager, director, officer, agent, affiliate, beneficiary, trustee or employee of rights that the Trust Mortgagor (or Investment Adviser may have under federal any direct or state securities laws. In additionindirect member, Subadviser shall be liable for shareholder, partner or other owner of any damagessuch member, expensesshareholder, partner, manager, director, officer, agent, affiliate or employee of Mortgagor, or losses in connection with any act director, officer, employee, agent, manager or omission arising out trustee of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by of the provisions foregoing); provided, however, for purposes of this Agreement (including under Section 14)clarification, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, foregoing is not intended to exempt any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to Issuer Parties from its obligations and liabilities under any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute Secured Note Documents to which such Issuer Party is a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsparty.

Liability. Neither Management nor the Facility nor Management’s General Contractor for the Show, or such other contrac- tor as Management may designate (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14“General Con- tractor”), the 1940 Act or the rules thereunder nor any of their o‰cers, agents, employees or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviserrepresentatives, shall not be held accountable or liable for, and the same are hereby released from accountability or subject liability for any claim, damage, loss, harm or injury to the person or any damages, expensesproperty of the Exhibitor, or losses in connection withany of its o‰cers, agents, employees or other representatives, resulting from Exhibitor’s use of the Facility or from theft, fire, water, accident or any act or omission connected with or other cause, including, but not limited to, claims arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, negligent or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any inten- tional act or omission of Exhibitor or any of its o‰cers or agents (including any EAC, as defined below) that causes or results in (1) damage to, or destruction of, property of any party, and/or (2) death or injury to persons, and neither the Management nor the Facility, nor the Gener- al Contractor, shall be obligated to obtain insurance against any such claim, damage, loss, harm, or injury. It is understood and agreed that all property of Exhibitor shall remain in the Exhibitor’s custody and control in transit to or from, or within, the Facility. It is understood between the Exhibitor and Management that Manage- ment provides an opportunity for Exhibitor to display his product or service to persons attending the Show. Exhibitor understands and agrees that Management cannot guarantee either attendance, sales by Exhibitors or climatic and other conditions outside or inside the Facility. Exhibitor shall not utilize the services of an Exhibitor Appointed Contractor (EAC) unless it has obtained the written consent from Management at least thirty (30) days prior to the Show, which consent may be granted or withheld at the sole discretion of Management. As a condition to such consent, Exhibitor and EAC may be required to execute Management’s Exhibitor Appointed Contractor Agreement. Indemni ty Exhibitor hereby agrees to indemnify, defend and protect the Manage- ment, the Facility, and General Contractor, and hold and save those parties against and from, any and all claims, demands, suits, liability, damages, loss, costs, attorney fees and expenses of whatever kind or nature which might result from or arise out of Exhibitor’s use of the Facility or any action or failure to act of the Exhibitor or any of its o‰cers, agents (including any EAC), employ- ees, or other representatives, including but not limited to (1) any claims of damage or loss to property, or from or out of any damage, loss, harm or injury to the person of the Exhibitor or any of its o‰cers, agents, employees or other representatives; (2) any claims or liability by or to third parties arising out of conduct or omissions which are in breach of Exhibitor’s obligations under this agreement; or (3) any claims arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act negli- gent or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any intentional act or omission connected with of Exhibitor or arising out any of its o‰cers or agents (including any EAC) that causes or results in damage to, or destruction of, property of any services rendered under this Agreementparty, except by reason of the Trust’s and/or death or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsinjury to persons.

Liability. (a) Except as may otherwise be ELSC shall exercise reasonable care and due diligence in performing the services required by this Agreement. To the provisions of this Agreement extent that ELSC is required to appear in, or is made a defendant in any legal action or other proceeding commenced by a party (other than the Master Servicer, the Trust, the Eligible Lender Trustee or their assignees) with respect to any matter arising hereunder, the Master Servicer shall indemnify and hold ELSC and its officers, directors, employees and agents harmless from all loss, liability and expense (including under Section 14)reasonable attorney’s fees) except for any loss, liability or expense arising out of or relating to ELSC’s acts or omissions with regard to the 1940 Act or performance of services hereunder. (b) ELSC shall indemnify and hold the rules thereunder or other applicable lawMaster Servicer, the Trust (and its assigns including the Indenture Trustee, and the Investment Adviser agree Noteholders) and the Eligible Lender Trustee and their respective officers, directors, employees and agents harmless from all loss, liability and expense (including reasonable attorney’s fees) arising out of or relating to ELSC’s acts or omissions with regard to the performance of services hereunder; provided, however, that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, ELSC shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, such services except for its negligence or by reason of reckless disregard of the Subadviser’s obligations misconduct and duties under this Agreement. Notwithstanding the foregoing, nothing contained provided further that in this Agreement no event shall constitute a waiver ELSC be responsible or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection consequential damages with respect to any act or omission matter whatsoever arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Either party shall have the right to mitigate its liability under this Agreement by taking such actions as may be appropriate, including but not limited to reperformance. (d) Except as to Student Loans originated by ELSC, (i) ELSC does not assume, and acceptance for servicing shall not result in, any responsibility for the correctness or completeness of Student Loan-related papers or electronic files transmitted to ELSC as a part of or in conjunction with the commitment of any Student Loans to ELSC for servicing under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc., and (ii) ELSC shall not be responsible for any procedural errors or omissions (including due diligence violations) which may otherwise have occurred prior to initiation of servicing of a Student Loan by ELSC under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. ELSC shall not be required responsible for any inaccurate information that would invalidate the guarantee of a Financed Student Loan contained in any Financed Student Loan application, Loan Verification Certificate or related documentation forwarded by the provisions of this Agreement Master Servicer to ELSC. (including under Section 14), e) If a Financed Student Loan is denied the 1940 Act guarantee by a Guarantor or the rules thereunder loss of federal interest, special allowance, and/or insurance benefits due to a breach by ELSC of its obligations under this Agreement, ELSC shall have the right to take any action not prohibited by law or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each personregulation to reduce its losses, if any, whohereunder, including but not limited to curing, at its own expense (to the extent such expenses exceed ELSC standard servicing fee), any origination, due diligence or other servicing violation under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. If any lost guarantee is not reinstated within the meaning of Section 15 twelve (12) months of the 1933 Actdate ELSC learns of the loss of the guarantee on a Financed Student Loan, controls ELSC shall take actions which make the Trust or Investment AdviserLender whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, ELSC may delay taking such actions by obtaining the written consent of the Master Servicer not less often than each ninety (90) days that ELSC has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. During such delay, ELSC agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. (f) The Master Servicer shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered enforce its rights under this Agreement, except by reason Section 10 on behalf of the Trust. The parties hereby agree that the Indenture Trustee or the Trust, for the benefit of the Noteholders, may enforce the Master Servicer’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence rights under this Section 10 in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights event that the Subadviser may have under federal or state securities lawsMaster Servicer shall fail to enforce such rights.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserSubadviser (including the Sub-Advisory Affiliates), any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser (including the Sub-Advisory Affiliates) agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser, including its officers, directors, employees and agents shall have no liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act its shareholders or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or third party arising out of any services rendered under or related to this Agreement, except by reason provided however, the Adviser agrees to indemnify and hold harmless, the Manager, its officers, directors, employees and agents (each such person, a “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and related expenses) (“Losses”), to which a Manager Indemnified Persons may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the SubadviserAdviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or gross negligence in reckless disregard of, the performance Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the SubadviserAdviser, provided, however that the Manager’s dutiesobligation under this paragraph 9 shall be reduced to the extent that the Losses experienced by a Manager Indemnified Person are caused by or are otherwise directly related to a Manager Indemnified Person’s own willful misfeasance, bad faith, gross negligence, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Manager, including its officers, directors, employees and agents shall have no liability to the foregoingAdviser, nothing contained in its shareholders or any third party arising out of or related to this Agreement shall constitute a waiver or limitation of rights that Agreement, provided however, the Trust or Investment Manager agrees to indemnify and hold harmless, the Adviser, its officers, directors, employees and agents (each such person, an “Adviser Indemnified Persons”) against any and all Losses, to which an Adviser Indemnified Persons may have become subject under the securities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of the Manager’s responsibilities to the Trust, its shareholders or any services rendered by third parties party, provided, however that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations obligation under this Agreement. (b) Except as may otherwise paragraph 9 shall be required by reduced to the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees extent that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust Losses experienced by an Adviser Indemnified Person are caused by or Investment Adviser, shall not be liable for, or subject are otherwise directly related to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trustan Adviser Indemnified Person’s or Investment Adviser’s own willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding Without limiting the generality of the foregoing, nothing contained neither the Adviser nor the Manager will be liable for any indirect, special, incidental or consequential damage. The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and controlling persons thereof (each persona “Sub- Adviser Controlling Person,” and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Portfolio to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Portfolio managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Portfolio not managed by the Sub-Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver be deemed to apply only to the portion of the assets of the Portfolio managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Portfolio nor the Fund shall bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by If the provisions host employs an attorney to enforce any terms of this Agreement (including under Section 14)agreement, collect amounts due, or handle evictions, the 1940 Act renter agrees to be liable for all attorney's fees, court costs, and related expenses. Xxxxxx agrees the list of Overnighters, Visitors, and Pets provided in this document is the full rental group & they will resrtict visitors, occupants, & Pets to these lists. Renter acknowledges & understands that each & every guest at the house, whether or not listed above, is their responsibility. They are responsible for any property damage, accident, injury, or loss sustained to any person while on the rules thereunder property or in the residence and that The Host does not accept legal or financial responsibility. This responsibility extends also to any risk of injury or other applicable lawloss resulting from a recreational activity andwill hold The Host harmless with respect hereto. Xxxxxx agrees to indemnify and hold The Host harmless from any claim, the Trust and the Investment Adviser agree that the Subadviserincluding those of third parties, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of or in anyway resulting from the guest's use of the premises or items therein. Xxxxxx further understands that failing to return the house in the same condition they received it (minus any services rendered under ordinary wear forthe term of their rental) and abide by the terms of this Agreement, except by reason of they are responsible for any additional costs. Should legal action be required to make the Subadviser’s willful misfeasanceProperty Owner whole, bad faithRenter understands they will also be responsible for those costs. Great Rentals, LLC is a booking management agency that strives to offer quality accommodations but makes no guarantee about theaccuracy, quality, safety, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out other feature of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. vacation rental. THE GUESTS AGREE TO HOLD GREAT RENTALS, THEIR ASSOCIATES, AND THE PROPERTY OWNER(S) 100% HARMLESS FOR ANY LOSS, DAMAGE, EXPENSE, PENALTY, OR FINE OF ANY KIND (bINCLUDING WITHOUT LIMITATION ANY PERSONAL INJURIES, DAMAGES TO ANY PERSONAL OR RE AL PROPERTY, OR ANY ECONOMIC LOSS) Except as may otherwise be required by RELATED TO OR ARISING FROM (1) THIS AGREEMENT, (2) THE CONDITION OF THE VACATION RENTAL PREMISES, AND/OR (3) ANY ACTION OR INACTION OF THE OWNER OF THE VACATION RENTAL, GUESTS, GREAT RENTALS LLC, AND/OR ANY THIRD PARTIES, holding Great Rentals LLC, their affiliates, associates, the provisions of this Agreement (including under Section 14Property Owner(s), the 1940 Act or the rules thereunder or other applicable lawand Partners 100% Harmless. BY BOOKING THIS PROPERTY THROUGH A LISTING SITE, GUESTS AGREE TO MAKE ANY CLAIMS ARISING FROM THEIR STAY DIRECTLY WITH THAT LISTING SITE AND THE EXTENT OF THEIR DAMAGES ARE LIMITED TO WHAT, IF ANYTHING, THE LISTING SITE WILL COVER. W xxxx holding Great Rentals LLC, their affiliates, associates, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofProperty Owner(s), and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsPartners 100% Harmless.

Liability. (a) Except as may otherwise The Collateral Agent shall not have, by reason hereof or pursuant to any Transaction Documents, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Purchaser for any action taken or omitted to be required by the provisions of this Agreement (including under Section 14), the 1940 Act taken in connection hereof or the rules thereunder or other applicable law, Transaction Documents except to the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserextent caused by its own willful misconduct, and each personPurchaser agrees to defend, if anyprotect, whoindemnify and hold harmless the Collateral Agent and all of its officers, within directors, employees and agents (collectively, the meaning of Section 15 of the 1933 Act"Collateral Agent Indemnitees") from and against any losses, controls the Subadviser, shall not be liable for, or subject to any damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or losses in connection withconsequential, any act arising from or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of the Collateral Agent pursuant hereto or any act or omission arising out of any services rendered the Transaction Documents except to the extent caused by third parties that Subadviser hires its own willful misconduct, including without limitation, in connection with fulfilling Subadviser’s obligations under this Agreement. the collection of such indemnification from the Purchasers, up to such Purchaser's Pro Rata Indemnification Amount (bas defined below). In the event a Purchaser does not indemnify the Collateral Agent within five (5) Except as may otherwise be required by Business Days of a ruling a court of competent jurisdiction to so indemnify the provisions of this Agreement (including under Section 14)Collateral Agent, the 1940 Act or Collateral Agent shall be entitled to get indemnification from the rules thereunder or other applicable lawPurchasers for such unpaid indemnification amount up to such other Purchasers' respective pro rata portion of such unpaid indemnification calculated by multiplying (i) the aggregate dollar amount of such unpaid indemnification to the Collateral Agent, by (ii) the fraction, the Subadviser agrees numerator of which is the sum of the aggregate principal amount of the Notes held by such Purchaser and the denominator of which is the sum of the aggregate principal amount of the Notes then outstanding excluding the aggregate principal amount of the Note held by any unpaying Purchaser. Each Purchaser may seek indemnification from other Purchasers to the extent it indemnified the Collateral Agent pursuant to this Section 4(b) in excess of such Purchaser's pro rata portion of the Notes that are then outstanding calculated by multiplying (i) the aggregate dollar amount of such indemnification to the Collateral Agent, by (ii) the fraction, the numerator of which is the sum of the aggregate principal amount of the Notes held by such Purchaser and the denominator of which is the sum of the aggregate principal amount of the Notes then outstanding (such fraction with respect to each holder is referred to as its "Indemnification Allocation Percentage," and such amount with respect to each holder is referred to as its "Pro Rata Indemnification Amount"); provided, however, that in the event that any holder's Pro Rata Indemnification Amount exceeds the outstanding principal amount of such holder's Note, then such excess Pro Rata Indemnification Amount shall be allocated amongst the remaining holders of Notes in accordance with the foregoing formula. In the event that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out initial holder of any services rendered under this AgreementNotes shall sell or otherwise transfer any of such holder's Notes, except by reason the transferee shall be allocated a pro rata portion of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations such holder's Indemnification Allocation Percentage and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsPro Rata Indemnification Amount.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Advisor, the Fund, or their respective shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, members, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Advisor, the Fund, or their shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable lawAdvisor, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forFund, or their respective shareholders to which it might otherwise be subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Advisor hereby agrees to indemnify and hold harmless the foregoingSub-Advisor, nothing contained in this Agreement shall constitute a waiver its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation liabilities (including reasonable attorneys’ fees and expenses), joint or several, relating to the Trust, the Advisor or the Fund, to which any such Indemnified Party may become subject under the Securities Act of rights that 1933, as amended (the Trust “1933 Act”), the Securities Exchange Act of 1934, the 1940 Act, the Advisers Act, or Investment Adviser may have under other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Advisor or the rules thereunder Fund or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may Neither the Subadviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. (b) Neither the Subadviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law and/or for any loss suffered by the Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Subadvisory Agreement relates; provided that no provision of this Subadvisory Agreement shall be deemed to protect the Subadviser against any liability to the Trust, the Fund and/or its shareholders which it might otherwise be required subject by reason of any willful misfeasance, bad faith or gross negligence in the provisions performance of its duties or the reckless disregard of its obligations and duties under this Subadvisory Agreement or otherwise for breach of this Agreement Subadvisory Agreement. (including under Section 14)c) The Trust on behalf of the Fund, the 1940 Act or the rules thereunder or other applicable law, the Trust hereby agrees to indemnify and the Investment Adviser agree that hold harmless the Subadviser, any affiliated person of the Subadviserits directors, officers and employees and agents and each person, if any, whowho controls the Subadviser (collectively, within the meaning "Indemnified Parties") against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Fund, to which any such Indemnified Party may become subject under the Securities Act of Section 15 1933, as amended, the Securities Exchange Act of 1934, the Investment Advisers Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any act, omission, error and/or mistake of any other fiduciary and/or any other person; or (2) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in (a) the Registration Statement, the prospectus or any other filing, (b) any advertisement or sales literature authorized by the Trust for use in the offer and sale of shares of the 1933 ActFund, controls or (c) any application or other document filed in connection with the qualification of the Trust or shares of the Fund under the Blue Sky or securities laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission (i) in a document prepared by the Subadviser, or (ii) made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Subadviser pertaining to or originating with the Subadviser for use in connection with any document referred to in clauses (a), (b) or (c). (d) It is understood, however, that nothing in this paragraph 10 shall not be liable forprotect any Indemnified Party against, or subject entitle any Indemnified Party to, indemnification against any liability to any damagesthe Trust, expensesFund and/or its shareholders to which such Indemnified Party is subject, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of the Subadviser’s its duties, or by reason of any reckless disregard of the Subadviser’s its obligations and duties under this Subadvisory Agreement or any breach of this Subadvisory Agreement. . (e) Notwithstanding any other provision of this Subadvisory Agreement, the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall not be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by loss to the provisions of this Agreement (including under Section 14), the 1940 Act Fund or the rules thereunder Adviser caused directly or indirectly by circumstances beyond the Subadviser's reasonable control including, but not limited to, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, earthquakes, floods or other applicable lawcatastrophes, the Subadviser agrees that the Trust and the Investment Adviseracts of God, any affiliated person thereof, and each person, if any, who, within the meaning wars or failures of Section 15 of the 1933 Act, controls the Trust communication or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawspower supply.

Liability. (a) Except as may otherwise be required It is expressly understood and agreed by the provisions Parties that this Agreement is executed and delivered by each Notes Trustee not individually or personally but solely in its capacity as trustee in the exercise of the powers and authority conferred and vested in it under the relevant Notes Finance Documents for and on behalf of the Noteholders only for which the Notes Trustee acts as trustee and it shall have no liability for acting for itself or in any capacity other than as trustee and nothing in this Agreement shall impose on it any obligation to pay any amount out of its personal assets. Notwithstanding any other provision of this Agreement, its obligations hereunder (if any) to make any payment of any amount or to hold any amount on trust shall be only to make payment of such amount to or hold any such amount on trust to the extent that (i) it has actual knowledge that such obligation has arisen and (ii) it has received and, on the date on which it acquires such actual knowledge, has not distributed to the Noteholders for which it acts as trustee in accordance with the relevant Notes Indenture (in relation to which it is trustee) any such amount. (b) It is further understood and agreed by the Parties that in no case shall any Notes Trustee be (i) personally responsible or accountable in damages or otherwise to any other party for any loss, damage or claim incurred by reason of any act or omission performed or omitted by that Notes Trustee in good faith in accordance with this Agreement (including under Section 14), or any of the 1940 Act Notes Finance Documents in a manner that such Notes Trustee believed to be within the scope of the authority conferred on it by this Agreement or any of the rules thereunder Notes Finance Documents or other applicable by law, the Trust and the Investment Adviser agree that the Subadviser, or (ii) personally liable for or on account of any affiliated person of the Subadviserstatements, and each personrepresentations, warranties, covenants or obligations stated to be those of any other Party, all such liability, if any, whobeing expressly waived by the Parties and any person claiming by, within through or under such Party; provided however, that each Notes Trustee shall be personally liable under this Agreement for its own gross negligence or wilful misconduct. It is also acknowledged and agreed that no Notes Trustee shall have any responsibility for the meaning actions of Section 15 any individual Creditor or Noteholder (save in respect of its own actions). (c) The Parties acknowledge and agree that the 1933 Act, controls the Subadviser, Notes Trustee shall not be liable forcharged with knowledge or existence of facts that would impose an obligation on it hereunder to make any payment or prohibit it from making any payment unless, or subject not less than two Business Days prior to any damagesthe date of such payment, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason a Responsible Officer of the Subadviser’s willful misfeasance, bad faith, Notes Trustee receives written notice satisfactory to it that such payments are required or gross negligence in the performance of the Subadviser’s duties, or prohibited by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bd) Except as may otherwise be required by the provisions Notwithstanding anything contained herein, no provision of this Agreement (including under Section 14), shall alter or otherwise affect the 1940 Act rights and obligations of the Notes Issuer or any Debtor to make payments in respect of Notes Trustee Amounts as and when the same are due and payable pursuant to the applicable Notes Finance Documents or the rules thereunder or other applicable law, receipt and retention by the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 Notes Trustee of the 1933 Act, controls same or the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out taking of any services rendered step or action by the Notes Trustee in respect of its rights under this Agreement, except by reason of the Trust’s Notes Finance Documents to the same. (e) The Notes Trustee is not responsible for the appointment or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in for monitoring the performance of their dutiesthe Security Agent. (f) The Security Agent agrees and acknowledges that it shall have no claim against the Notes Trustee in respect of any fees, costs, expenses and liabilities due and payable to, or incurred by, the Security Agent. (g) The Notes Trustee shall be under no obligation to instruct or direct the Security Agent to take any Enforcement Action unless it shall have been instructed to do so by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations Noteholders and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement if it shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsbeen indemnified and/or secured to its satisfaction.

Liability. (a) Except as In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser, to the Portfolios or the Funds or to any shareholder of the Portfolios or the Funds for any act or omission in the course of or in connection with rendering services hereunder or for any losses that may otherwise be required sustained in the purchase, holding or sale of any security by the provisions of this Agreement Portfolios or the Funds. (including under Section 14)b) The Sub-Adviser agrees to indemnify and hold harmless, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserAdviser, any affiliated person within the meaning of Section 2(a)(3) of the Subadviser1940 Act ("affiliated person") of the Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Adviser (collectively, "Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which an Adviser Indemnified Person may become subject under the 1933 Act, controls the Subadviser1940 Act, shall not be liable for, or subject to any damages, expenses, or losses in connection withthe Advisers Act, any act other statute, at common law or omission connected with or otherwise, arising out of the Sub-Adviser's responsibilities to the Fund which (i) may be based upon any services rendered under this Agreementnegligence or willful misconduct by the Sub-Adviser, except any of its employees or representatives, or any affiliate of or any person acting on behalf of the Sub-Adviser (other than a Sub-Adviser Indemnified Person), or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement covering the shares of the Trust or the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Adviser, the Trust, or any affiliated person of the Adviser or Trust by the Sub-Adviser or any affiliated person of the Sub-Adviser (other than a Sub-Adviser Indemnified Person); provided, however, that in no case is the Sub-Adviser's indemnity in favor of Adviser Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, his or her duties or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Except as may otherwise be required by The Adviser agrees to indemnify and hold harmless the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Sub-Adviser, any affiliated person thereofof the Sub-Adviser and any controlling person of the Sub- Adviser (collectively, "Sub-Adviser Indemnified Persons") against any and each personall losses, if anyclaims, whodamages, within the meaning of Section 15 of liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, controls the 1940 Act, the Advisers Act, any other statute, at common law or otherwise, arising out of the Adviser's responsibilities as adviser of the Fund which (i) may be based upon any negligence or willful misconduct by the Adviser, any of its employees or representatives or any affiliate of or person acting on behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement covering shares of the Trust or Investment the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Sub-Adviser, shall not the Trust or any affiliated person of the Sub-Adviser or Trust by an Adviser or any affiliated person of the Adviser (other than an Adviser Indemnified Person); provided, however, that in no case is the Adviser's indemnity in favor of Sub- Adviser Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, his or her duties or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. . (d) Notwithstanding the foregoing, nothing contained the Sub-Adviser agrees to reimburse the Portfolios and the Funds for any and all costs, expenses, and counsel and Trustees' fees reasonably incurred by the Portfolios and the Funds in connection with (i) preparation, printing and distribution of proxy statements; (ii) amendments to their Registration Statement; (iii) the holding of meetings of shareholders or Trustees; (iv) the conduct of factual investigations; or (v) any legal or administrative proceedings (including any applications for exemptions or determinations by the SEC) as a result of action or inaction on the part of the Sub-Adviser; and where the action or inaction necessitating such expenditures is (A) directly or indirectly related to any transactions or proposed transaction in the shares or control of the Sub-Adviser or its affiliates (or litigation related to any transactions or proposed transaction involving such shares or control) which shall have been undertaken without the prior express approval of the Trustees, or (B) within the sole control of the Sub-Adviser or any of its affiliates or any of their respective officers, directors, employees or shareholders. So long as this Agreement remains in effect, the Sub-Adviser shall pay to the Portfolios and the Funds the amount due for expenses subject to this Subparagraph 17(b) within thirty (30) days after a xxxx or statement has been received by the Portfolios and the Funds therefor. This provision shall not be deemed to be a waiver of any claim which the Portfolios and the Funds may have or may assert against the Sub-Adviser or others for costs, expenses, or damages heretofore incurred by the Trust or for costs, expenses, or damages the Portfolios or the Funds may hereafter incur which are not reimbursable to it hereunder. (e) No provision of this Agreement shall constitute a waiver be construed to protect any Trustee or limitation officer of rights any Portfolio or Fund, or any director or officer of the Adviser or Sub-Adviser from liability in violation of Sections 17(h) and (i) of the 1940 Act. (f) The Sub-Adviser understands that the Subadviser may have under federal obligations of this Agreement are not personally binding upon any shareholder, Trustee, officer, employee or state securities lawsagent of the Portfolios or Funds, but bind only the Trust's property. The Sub- Adviser represents that it has notice of the provisions of the Agreement and Declaration of Trust disclaiming shareholder, Trustee, officer, employee and agent liability for acts or obligations of the Trust.

Liability. (a) Wellington Management shall discharge its duties under this Agreement with the care, skill. prudence and diligence under the circumstances then prevailing that a prudent investment professional acting in a similar capacity and familiar with such matters would use. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), ) the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementAgreement to the same extent that Subadviser would be liable for such damages, expenses or losses if the Subadviser had performed such act or omission directly. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), ) the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolios or the Funds or to any shareholder of the Portfolios or the Funds for any act or omission in the course of or in connection with rendering services hereunder or for any losses that may otherwise be required sustained in the purchase, holding or sale of any security by the provisions of this Agreement Portfolios or the Funds. (including under Section 14)b) The Adviser agrees to indemnify and hold harmless, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserTrust, any affiliated person within the meaning of Section 2(a)(3) of the Subadviser1940 Act ("affiliated person") of the Trust, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Trust (collectively, "Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which an Indemnified Person may become subject under the 1933 Act, controls the Subadviser1940 Act, shall not be liable for, or subject to any damages, expenses, or losses in connection withthe Advisers Act, any act other statute, at common law or omission connected with or otherwise, arising out of the Adviser's responsibilities to the Trust which (i) may be based upon any services rendered under this Agreementnegligence or willful misconduct by the Adviser, except any of its employees or representatives, or any affiliate of or any person acting on behalf of the Adviser, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Trust, or any affiliated person of the Trust by the Adviser or any affiliated person of the Adviser; provided, however, that in no case is the Adviser's indemnity in favor of Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, his or her duties or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. . (c) Notwithstanding the foregoing, nothing contained the Adviser agrees to reimburse the Portfolios and the Funds for any and all costs, expenses, and counsel and Trustees' fees reasonably incurred by the Portfolios and the Funds in connection with (i) preparation, printing and distribution of proxy statements, (ii) amendments to their Registration Statement, (iii) the holding of meetings of shareholders or Trustees, (iv) the conduct of factual investigations, and (v) any legal or administrative proceedings (including any applications for exemptions or determinations by the SEC) which the Portfolios and the Funds incur as a result of action or inaction on the part of the Adviser where the action or inaction necessitating such expenditures is (A) directly or indirectly related to any transactions or proposed transaction in the shares or control of the Adviser or its affiliates (or litigation related to any transactions or proposed transaction involving such shares or control) which shall have been undertaken without the prior express approval of the Trustees, or (B) within the sole control of the Adviser or any of its affiliates or any of their respective officers, directors, employees or shareholders. So long as this Agreement remains in effect, the Adviser shall constitute pay to the Portfolios and the Funds the amount due for expenses subject to this Subparagraph 12(b) within thirty (30) days after a xxxx or statement has been received by the Portfolios and the Funds therefor. This provision shall not be deemed to be a waiver or limitation of rights that any claim which the Trust or Investment Adviser Portfolios and the Funds may have under federal or state securities laws. In addition, Subadviser shall be liable may assert against the Adviser or others for any damagescosts, expenses, or losses in connection with any act or omission arising out of any services rendered damages heretofore incurred by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damagesfor costs, expenses, or losses in connection with, damages the Portfolios or the Funds may hereafter incur which are not reimbursable to it hereunder. (d) No provision of this Agreement shall be construed to protect any act Trustee or omission connected with or arising out officer of any services rendered under Portfolio or Fund, or any director or officer of the Adviser from liability in violation of Sections 17(h) and (i) of the 1940 Act. (e) The Adviser understands that the obligations of this AgreementAgreement are not personally binding upon any shareholder, except by reason Trustee, officer, employee or agent of the Portfolios or Funds, but bind only the Trust's property. The Adviser represents that it has notice of the provisions of the Agreement and Declaration of Trust of the Trust disclaiming shareholder, Trustee, officer, employee and agent liability for acts or obligations of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by expressly set forth in this Trust Agreement and the provisions terms of this Agreement (including under Section 14)the Up-MACRO Tradeable Shares, the 1940 Act or the rules thereunder or other applicable lawDepositor, the Trust Administrative Agent and the Investment Adviser agree that Trustee shall not be: (i) personally liable for the Subadviser, return of any affiliated person portion of the Subadviser, and each person, if any, who, within investment of Holders of Up-MACRO Tradeable Shares (or any return thereon) which shall be made solely from the meaning of Section 15 of Trust Property; (ii) required to pay to the 1933 Act, controls the Subadviser, shall not be liable forTrust, or subject to any damages, expenses, or losses in connection with, Holder any act or omission connected with or arising out deficit upon dissolution of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal otherwise; and (iii) required to pay any fees or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out expenses relating to the operation of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementthe Trust. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)The Depositor, the 1940 Act Administrative Agent and the Trustee each undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement. (c) In the absence of gross negligence or willful misconduct on the part of the Depositor, the Administrative Agent, MacroMarkets or the rules thereunder or other applicable lawTrustee, the Subadviser agrees that Depositor, the Trust Administrative Agent, MacroMarkets and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, Trustee shall not be liable forfor any action taken, suffered or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except omitted by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence it in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and its duties under this Trust Agreement. Notwithstanding The Depositor, the foregoingAdministrative Agent, nothing contained MacroMarkets and the Trustee shall not be liable for any error in judgment made in good faith unless such party has been grossly negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Depositor, the Administrative Agent, MacroMarkets or the Trustee be liable for special, consequential or punitive damages or for any failure or delay in the performance of its obligations under this Trust Agreement shall constitute a waiver due to forces reasonably beyond the control of the Depositor, the Administrative Agent, MacroMarkets or limitation the Trustee including, without limitation, strikes, work stoppages, acts of rights war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services including, without limitation, Internet services; it being understood that the Subadviser may have Depositor, the Administrative Agent, MacroMarkets and the Trustee shall each use commercially reasonable efforts which are consistent with accepted practices in its industry to resume performance as soon as practicable under federal or state securities lawsthe circumstances.

Liability. (a) Except as may otherwise be required by the provisions Notwithstanding any other term or provision of this Agreement (including under Section 14)Sublease, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser neither Sublandlord nor Subtenant shall be liable to the other for any damageslost revenues, expenseslost profit or other consequential, special or losses punitive damages arising in connection with this Sublease. Except as otherwise expressly set forth herein, Sublandlord has not made any act representation or omission arising out warranty regarding the condition of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s or Subtenant’s stockholders, directors, officers, or partners on account of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserof Sublandlord’s or Subtenant’s obligations or actions under this Agreement. Sublease. As used in this Sublease, the term “Sublandlord” means the holder of the tenant’s interest under the Master Lease and “Sublandlord” means the holder of sublandlord’s interest under this Sublease. In the event of any assignment or transfer of the Sublandlord’s interest under this Sublease, which assignment or transfer may occur at any time during the Term in Sublandlord’s sole discretion (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14provided that Sublandlord’s assignee or transferee assumes all such obligations in a writing delivered to Subtenant), Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder accruing subsequent to the 1940 Act or date of the rules thereunder or other applicable lawtransfer. Subject to Subtenant’s receipt of the foregoing assumption agreement, Sublandlord may transfer and deliver any then existing Security L-C, the Subadviser agrees that Security L-C Security Deposit and/or any cash security deposit to the Trust and the Investment Adviser, any affiliated person thereoftransferee of Sublandlord’s interest under this Sublease, and each personthereupon Sublandlord shall be discharged from any further liability with respect thereto, if any, who, within and Subtenant shall look solely to such transferee for the meaning of Section 15 return of the 1933 ActSecurity L-C, controls the Trust or Investment Adviser, shall not be liable for, or subject to Security L-C Security Deposit and/or any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawscash security deposit.

Liability. (a) Except as may otherwise be required To the extent permitted by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, HSBC Securities shall not be liable forfor any expenses, or subject to any losses, damages, expensesliabilities, or losses in connection withdemands, any act or omission connected with or arising out charges and claims of any services rendered under this Agreementkind or nature whatsoever (including without limitation any legal expenses and costs and expenses relating to investigating or defending any demands, charges or claims) (“Losses”) by or with respect to the account, except by reason to the extent that such Losses are actual Losses proven with reasonable certainty, are not speculative, are proven to have been fairly within the contemplation of the Subadviser’s willful misfeasanceparties as of the date hereof, bad faith, and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from HSBC Securities’ gross negligence in or willful misconduct, and, without limiting the performance generality of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver HSBC Securities will not be liable for any indirect, special, punitive, incidental, or limitation consequential damages or other losses (regardless of rights that the Trust whether such damages or Investment Adviser may have under federal or state securities lawsother losses were reasonably foreseeable). In addition, Subadviser shall HSBC Securities will not be liable liable, for any damageslost income or otherwise, expenses, if HSBC Securities or losses Pershing fails to automatically invest free credit balances or automatically redeem shares of a money market mutual fund in connection with a sweep option. HSBC Securities shall have no liability for and I agree to reimburse, indemnify and hold HSBC Securities, its affiliates and their partners, directors, officers and employees and any person controlled by or controlling HSBC Securities harmless from all expenses (including legal expenses and reasonable attorneys’ fees), losses or damages that result from (a) my or my agents’ misrepresentation, act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. or alleged misrepresentation, act or omission, (b) Except as may otherwise be required by the provisions HSBC Securities’ following my or my agent’s directions or failing to follow my or their unlawful or unreasonable directions, (c) any of this Agreement (including under Section 14), the 1940 Act my actions or the rules thereunder actions of my previous advisers or other applicable lawcustodian, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.and

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund hereby agrees to indemnify and hold harmless the Sub-Advisor, nothing contained in this Agreement shall constitute a waiver its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser Trust may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by Vendor is solely responsible for protection and security of its equipment, supplies, goods or other property. Vendor hereby releases, holds harmless and agrees to indemnify IRCC, its officers, directors, representatives, employees and agents from any loss of damage whatsoever to vendor property. b) Vendor, including all its owners, agents, employees, employers or assigns, hereby acknowledges that it is an independent contractor in the provisions provision of services under this Agreement (including under Section 14)and therefore shall be solely and exclusively responsible for any and all risks, the 1940 Act or the rules thereunder or other applicable lawclaims, the Trust and the Investment Adviser agree that the Subadviserlosses, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable fordamages, or subject to any damages, expenses, causes of action whatsoever arising from Vendor’s participation or losses in connection with, any act or omission connected with or arising out of any services rendered activities under this Agreement. c) Vendor, except by reason including all of the Subadviser’s willful misfeasanceits owners, bad faithagents, employees, employers or assigns, hereby releases and waives any and all claims for personal injury, product liability, theft, breakage, or gross negligence in the performance of the Subadviserany other damage, against IRCC, Broward County Convention Center and Broward County, its owners, agents, employees, employers or assigns, from or otherwise arising from Vendor’s duties, participation or by reason of reckless disregard of the Subadviser’s obligations and duties activities under this Agreement. Notwithstanding the foregoing. d) Neither IRCC, nothing contained in this Agreement shall constitute a waiver Broward County Convention Center or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser Broward County shall be liable for any damagesloss or damage to the property of Vendor or any of its representatives, expensesemployees, agents, patrons and guests, because of fire, robbery, accidents or losses in connection with any act other cause whatsoever that may arise from Vendor’s use or omission arising out occupancy or its allocated space during the event. e) Vendor agrees to indemnify and hold harmless owners, agents, employees, employers or assigns of IRCC, Broward County Convention Center and Broward County against all claims of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementperson whomsoever, from acts of omissions of Vendor, its owners, agents, employees, employers or assigns and guests. (bf) Except as may otherwise Vendor shall be required by prepared to continue vending from the provisions allocated space in the event of this Agreement (including under Section 14)rain. If weather becomes too inclement to operate vending booths, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each personIRCC will be responsible for making final determination of outdoor operations, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, . g) IRCC shall not be liable forfor failure to perform its obligations under this contract as a result of strikes, riots, acts of God, terrorism, or subject any other cause beyond its control. h) Vendors assume full responsibility and liability for the actions of their agents, employees of independent contractors, whether acting within or without the scope of their authority and agree to hold harmless IRCC and the Broward County Convention Center from responsibility for liability resulting directly, or indirectly, or jointly, from other causes which arise because of the actions or omissions of its agents, employees, or independent contractors, whether within or without the scope of authority. There is not any other agreement or warranty between the Vendor and IRCC except as set forth in this document. i) The rights of IRCC under this contract shall not be deemed waived, except as specifically stated in writing and signed by an authorized officer of IRCC. The vendor agrees by the signed application and contract to indemnify IRCC against all liability resulting from negligence of the vendor, his/ her agents, or employees, and shall reimburse the IRCC for any loss or expense incurred by the IRCC for reasons of such negligence. j) In case the grounds are damaged or destroyed by fire, elements, or any other cause, or if circumstances shall make it impossible for IRCC to permit a Vendor or Vendors to occupy the space assigned during any part or the whole of the period covered, then during such circumstances, IRCC will not be liable for the fulfilment of this contract as to the delivery of space and the Vendor shall be reimbursed a proportionate share of the space rental. k) When any exhibit is discontinued for reasons of the violation of any of the aforementioned rules and regulations, the Vendor shall not be entitled to a refund of any monies paid to Festival of Lights. IRCC shall not be responsible for any expenditures attendant to such termination. l) IRCC expressly disclaims any obligation or representation related to the number of persons to be attending the Festival, or the revenue to be derived there from. m) Vendor will assume all costs arising from the use of patented, trademarked, franchised or copyrighted music, materials, devices, processes or dramatic rights used on or incorporated in the event by them. Vendor agrees to indemnify, defend and hold IRCC and Broward County Convention Center harmless from any claims or costs, including legal fees, which might arise from use of any such material. IRCC name, the festival name and logos are protected trademark service marks and may not be used without the express written consent of IRCC. n) IRCC, at its discretion, may accept delivery of property addressed to Vendor only as a service to Vendor, and Vendor will indemnify and hold harmless IRCC for any loss or damage to any damagespersonality in the receipt, expenseshandling, care or custody of said personality at any time. Vendor further indemnifies IRCC from any claims or costs related to claims from any third party for loss or damage to said personality in the event premises. IRCC will not accept COD or any similar delivery. o) The entry and presence on the event premises by the vendor and/or the vendor’s staff constitutes the vendor’s consent to be photographed, filmed, and/or otherwise recorded and to the release, publication, exhibition, or losses reproduction of any and all recorded media of their appearance, booth, voice, and/or name for any purpose whatsoever in perpetuity in connection withwith IRCC and its initiatives, any act or omission connected with or arising out including, by way of any services rendered under this Agreementexample only, except by reason of the Trust’s or Investment Adviser’s willful misfeasanceuse on websites, bad faithin social media, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations news and duties under this Agreement. Notwithstanding the foregoing, nothing contained advertising. p) Any and all matters not expressly provided for in this Agreement shall constitute a waiver document or limitation on the IRCC website will be at the sole discretion of rights that the Subadviser may have under federal or state securities lawsIRCC.

Liability. (a) Except as may otherwise be required All liabilities of the Borrower and of the Guarantor shall, at the option of the Lender or Agent and without notice, mature immediately upon the insolvency of the Borrower, the appointment of a receiver for the Borrower or any of its property, the filing of a voluntary or involuntary petition in bankruptcy, reorganization, or arrangement, the making of an assignment for the benefit of creditors, the calling of a meeting of creditors by the provisions of this Agreement (including under Section 14)Borrower, the 1940 Act encumbrance or disposition, or attempt to encumber or dispose, of all or a substantial portion of Borrxxxx'x xroperty, a default by Borrower in the rules thereunder payment of any of the Guaranteed Indebtedness as the same falls due, or other a default, after applicable lawnotice and opportunity to cure pursuant to documentation now or hereafter evidencing the Guaranteed Indebtedness, by the Borrower in respect of any undertaking. All liabilities of the Guarantor shall, at the option of the Lender or Agent and without notice, mature immediately upon the Lender becoming aware of the falsity of any statement or representation hereof, or upon the insolvency of the Guarantor, the Trust and appointment of a receiver for the Investment Adviser agree that Guarantor, or any of its property, the Subadviserfiling of a voluntary or involuntary petition in bankruptcy, reorganization, or arrangement, the making of an assignment for the benefit of creditors, the calling of a meeting of creditors by the Guarantor, the breach of any affiliated person provision hereof, the encumbrance or disposition, or attempt to encumber or dispose, of all of a substantial portion of the SubadviserGuarantor's property, and each person, if any, who, within a default by the meaning Guarantor in the payment of Section 15 any of the 1933 ActGuaranteed Indebtedness as the same falls due, controls or a default, after applicable notice and opportunity to cure pursuant to documentation now or hereafter evidencing the SubadviserGuaranteed Indebtedness, by the Guarantor in respect of any undertaking. If the Guarantor becomes liable for an indebtedness owing by Borrower to the Lender, by endorsement or otherwise, other than under this guaranty, such liability shall not be liable forin any manner impaired or affected hereby, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out and the rights of the Lender and/or Agent hereunder shall be cumulative of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of all other rights that the Trust or Investment Adviser Lender and/or Agent may ever have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementagainst the Guarantor. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, costs or expenses incurred by Subadviser to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Client in the performance of its duties hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, costs or expenses incurred by Client to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, costs or expenses incurred by The Vantagepoint Funds to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. (a) Except as may otherwise Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall be required liable for any error of judgment or mistake of law or for any loss suffered by the provisions Fund in connection with the matters to which this Sub-Advisory Agreement relates except a loss resulting from a breach of this Agreement fiduciary duty with respect to the receipt of compensation for services (including under in which case any award of damages shall be limited to the period and the amount set forth in Section 14), 36(b)(3) of the 1940 Act Act) or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the Subadviser’s duties, its duties or by reason of from reckless disregard by it of the Subadviser’s its obligations and duties under this Sub-Advisory Agreement, including the Sub-Adviser’s failure to adhere to any investment policies and restrictions as described in the Fund’s Prospectus and Trade Errors, as defined in Section 5 of this Sub-Advisory Agreement. Notwithstanding Any person, even though also a director, officer, employee, shareholder, member or agent of the foregoingSub-Adviser, nothing contained in this Agreement who may be or become an officer, director, trustee, employee or agent of the Trust, shall constitute a waiver or limitation of rights that be deemed, when rendering services to the Trust or Investment Adviser may have under federal acting on any business of the Trust (other than services or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses business in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14Sub-Adviser's duties hereunder), the 1940 Act to be rendering such services to or the rules thereunder or other applicable law, the Subadviser agrees that acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Investment Sub-Adviser, any affiliated person thereofor one under the Sub-Adviser's control or direction, and each person, if any, who, within even though paid by the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Sub-Adviser, . The Sub-Adviser shall not be liable forto the Adviser or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or subject requests, whether oral or written, with respect to the Fund made to the Sub-Adviser by a duly authorized officer of the Adviser or the Trust; (ii) the advice of counsel to the Trust; and (iii) any damages, expenses, written instruction or losses certified copy of any resolution of the Board. The Sub-Adviser shall not be responsible or liable for any failure or delay in connection with, any act or omission connected with or performance of its obligations under this Agreement arising out of any services rendered under this Agreementor caused, except directly or indirectly, by reason circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-Advisor’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the Trust’s mails, transportation, communication or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawspower supply.

Liability. (ai) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the Exercise Price or the number and/or kind of shares issuable upon the exercise of a waiver Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the Holders, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Notwithstanding anything contained in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement shall be limited in the aggregate to an amount equal to the annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 8.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 8.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the 1940 Act or the rules thereunder or other applicable lawWarrant Agent, the Subadviser agrees that the Trust and the Investment Advisermay, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. (a) Except as 14.1 Notwithstanding any other provision of the Contract, neither Party excludes or limits liability to the other Party for death or personal injury caused by its negligence, for Fraud or for fraudulent misrepresentation or any other circumstance where liability may otherwise not be required by the provisions of this Agreement (including limited or excluded under Section 14), the 1940 Act or the rules thereunder or other any applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, . 14.2 NHSBT shall not be liable for, or subject to the Recipient under this Contract for any damages, expenses, or losses in connection with, failure to supply the Materials by reason of there not being available to NHSBT adequate quantities of the Materials of the necessary quality from appropriate Donors for onward supply to the Recipient. 14.3 Should NHSBT have any act or omission connected with or liability to the Recipient arising out of any services rendered or relating to this Contract or its performance or failure to perform its obligations under this AgreementContract, except whether such claims arise in contract, tort, strict liability, statute or otherwise, NHSBT’s total liability shall be limited in aggregate to the total amount paid by reason the Recipient to NHSBT pursuant to this Contract. 14.4 Neither Party will be liable to the other for loss of profits, business, revenue, goodwill, or anticipated savings; or consequential loss or damage whether direct or indirect and whether arising in contract, tort, negligence, breach of statutory duty or otherwise provided that this limitation shall not apply to amounts due from the Recipient to NHSBT for the provision of the SubadviserMaterials. 14.5 NHSBT shall be under no liability in respect of any defect arising from natural deterioration of the Materials and/or any defect arising from the Recipient’s willful misfeasanceand Permitted Third Parties’ wilful damage, bad faithnegligence or any failure to follow any advice or recommendation from NHSBT or any failure to store and/or use the Materials in accordance with any applicable Law. 14.6 NHSBT’s liability for negligence in respect of defective Materials shall, unless NHSBT’s negligence results in injury, or gross negligence in death, be limited to replacing any defective Materials with Materials which conform to the performance terms of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser Contract. 14.7 The Recipient shall be liable for any damagesclaims, costs, expenses, liabilities or losses in connection with which are suffered by NHSBT due to any breach by the Recipient and/or Permitted Third Parties’ of this Contract or negligence or breach of statutory duty by the Recipient and/or Permitted Third Parties’, except insofar as such loss, damage or injury shall have been solely caused by any negligent act or omission undertaken in strict accordance with the instructions of NHSBT. 14.8 The Recipient shall indemnify NHSBT from and against all claims and losses arising out from: (i) injury to the Recipient's employees and third parties; (ii) infringement of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement.party intellectual property rights (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)14.9 Subject only to clause 14.1, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall NHSBT will not be liable for, or subject to the Recipient and/or Permitted Third Parties’ for any damages, expenses, or losses in connection with, any act or omission connected with or arising out costs incurred by the Recipient and/or Permitted Third Parties’ as result of any services rendered under this Agreement, except by reason delay or failure in delivery of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the Materials by NHSBT. 14.10 Both Parties confirm their view that specific performance of their duties, this Contract is not an appropriate remedy for the enforcement of this Contract except in 14.11 The provisions of clause 14.2 and clause 14.3 will not exclude or by reason of reckless disregard limit NHSBT's right to claim for any of the Trustfollowing, which result from the Recipient’s or Investment Adviser’s obligations and/or Permitted Third Parties’ default: (i) costs and duties under this Agreement. Notwithstanding expenses which would not otherwise have been incurred by NHSBT including, without limiting the generality of the foregoing, nothing contained costs relating to the time spent by NHSBT’s executives and employees in dealing with the consequences of the default; and/or (ii) expenditure or charges incurred by NHSBT which would not otherwise have been incurred or would have ceased or would not have recurred; and/or costs, expenses and charges resulting from the loss or corruption of any data owned by or under the control of NHSBT. 14.12 Each Party will at all times take all reasonable steps to minimise and mitigate any losses or other matters for which one Party is entitled to be indemnified by or bring a claim against the other under this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsContract.

Liability. (ai) Except as may otherwise be required by References to the provisions of Warrant Agent in this Agreement (including under Section 14)9.3 shall include the Warrant Agent and its affiliates, the 1940 Act or the rules thereunder or principles, directors, officers, employees, agents, representatives, attorneys, accountants, advisors and other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, professionals. The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Global Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Global Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Global Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the Exercise Price or the number of shares issuable upon the exercise of a waiver New GMR Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any New GMR Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Global Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the New GMR Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Global Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the owners or holders of the New GMR Warrants, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Any liability of the Warrant Agent under this Agreement shall be limited to the amount of annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 9.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 9.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, the 1940 Act or the rules thereunder instruction, direction, request or other applicable lawcommunication, paper or document received by the Subadviser agrees that the Trust and the Investment AdviserWarrant Agent hereunder, Warrant Agent, may, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the "Indemnified Parties") against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement to the same extent that Subadviser would be liable for such damages, expenses or losses under this Section 14 and Section 15 if the Subadviser had performed such act or omission directly. In no event will the Subadviser or its affiliates have any responsibility for (i) any other fund of the Trust, for any portion of the Funds not managed by the Subadviser, or for the acts or omissions of any other sub-investment adviser not appointed by the Subadviser to the Trust or Funds; (ii) any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer or other trading facility with respect to the Funds; provided, however, that Subadviser will be responsible for the acts and omissions of a broker or dealer or other trading facility selected by Subadviser if Subadviser’s selection or supervision of such broker or dealer or other trading facility constitutes willful misfeasance, bad faith, or gross negligence in the performance of Subadviser’s duties or reckless disregard of Subadviser’s obligations and duties under this Agreement. In addition, in no event will the Subadviser or its affiliates have any responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from Investment Adviser or any authorized representative thereof, and Investment Adviser agrees to indemnify Subadviser and hold it harmless from any losses or liabilities incurred as a result of Subadviser acting in good faith on the basis of such instructions. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the 1934 Act, the Investment Adviser may have under Advisers Act of 1940, as amended (the “Advisers Act”) or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. The Purchaser acknowledges to and agrees with the Seller that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14)any of, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of Clause 7.1 (Representations and Warranties in Schedule 1) and the representations and warranties in Schedule 1 (Representations and Warranties) shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, or gross negligence in Purchaser against the performance Seller and the sole remedy of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained Purchaser in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser respect thereof shall be liable to take such action under Clause 7.4 (Remedy for any damagesMaterial Breach) as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in Schedule 1 (Representations and Warranties) shall entitle the Purchaser to require the Seller to repurchase the Loan sold pursuant to this Agreement and the Seller’s interest in the Related Security with respect to the Loans in accordance with Clause 7.4 (Remedy for Material Breach) or otherwise, provided that Subadviser hires this sub-Clause 10(a) shall not in connection any way whatsoever limit the remedies available to the Purchaser (or the exercise thereof) if the Seller, having become bound to repurchase the Loan sold pursuant to this Agreement and the corresponding interest in the Related Security in accordance with fulfilling Subadviser’s obligations under this Agreement.Clause 7.4 (Remedy for Material Breach), fails to do so; and (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)subject and without prejudice to sub-Clause 10(a) above, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, Seller shall not be liable forhave any liability or responsibility (whether in any case, contractual or tortuous, express or implied) for any loss or damage for or in respect of any breach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected in respect of, any Obligor’s obligations under the Loan and/or the Seller’s interest in the Related Security with respect to the Loan or arising out the Seller’s obligations hereunder other than loss or damage directly (and not indirectly or consequentially) suffered by the Purchaser or the assets of any services rendered under this Agreement, except the Purchaser by reason of the Trust’s such breach, act or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsomission.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub- Adviser, and controlling persons thereof (each persona "Sub- Adviser Controlling Person," and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, "Sub-Adviser Controlling Persons") shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the Subadviser’s Sub- Adviser's duties, or any material breach by reason the Sub- Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the "Sub-Adviser Standard of Care"). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Trust to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub- Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver or limitation be deemed to apply only to the portion of rights the assets of the Fund managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)Exhibitor hereby assumes entire responsibility and hereby agrees to protect, the 1940 Act or the rules thereunder or other applicable lawdefend, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserindemnify, and hold the Venue; its operator; Potato Expo; National Potato Council and each personof their respective parents, if anysubsidiaries, whoaffiliates, within the meaning of Section 15 of the 1933 Actemployees, controls the Subadviserofficers, shall not be liable fordirectors, representatives, members, and agents harmless against all claims, losses, damages to persons or property, governmental charges, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or fines and attorneys’ fees arising out of any services rendered under this Agreementor caused by Exhibitor’s installation, except by reason removal, maintenance, occupancy, or use of the Subadviserexhibition premises or part thereof, including failure to operate in accordance with Potato Expo rules and the terms of this agreement, excluding any such liability caused by the sole gross negligence of the Venue and its employees and agents. Exhibitor acknowledges that neither the Venue, its owners, its operator, the National Potato Council, nor Potato Expo maintain insurance covering Exhibitor’s willful misfeasanceproperty and that it is the sole responsibility of Exhibitor to obtain business interruption and property damage insurance insuring any losses by Exhibitor. In holding the Potato Expo, bad faiththe Potato Expo does not act as agent of Exhibitor, the Venue, Service Contractor, or gross negligence in any other party. Neither Exhibitor nor the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser Potato Expo shall be liable to the other for failure to perform its obligations under these rules and regulations if performance of either party’s obligations is prevented or substantially impaired by acts of God; acts, regulations or orders of government authority; fire; flood; epidemic; explosions; war; disorder; transportation impairment; civil disaster; utilities failure; or other emergencies, including labor strikes or similar labor action, any damagesof which make it illegal, expensesimpractical, or losses in connection with any act impossible to provide the Venue facilities or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required for the Potato Expo by the provisions of this Agreement (including under Section 14), the 1940 Act Venue or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable forPotato Expo, or subject which would prevent or make it impractical for the majority of registered attendees from traveling to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except the Potato Expo by reason of air on the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsdates specified.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub- Adviser, and controlling persons thereof (each persona "Sub- Adviser Controlling Person," and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, "Sub-Adviser Controlling Persons") shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the Subadviser’s Sub- Adviser's duties, or any material breach by reason the Sub- Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the "Sub-Adviser Standard of Care"). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Portfolio to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Portfolio managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Portfolio not managed by the Sub- Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver be deemed to apply only to the portion of the assets of the Portfolio managed by the Sub- Adviser. b. The Sub-Adviser agrees that neither the Portfolio nor the Fund shall bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith and in accordance with the duty of care standard in Section 9 for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees, caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Client in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees, caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Subadviser in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder; (ii) Subadviser’s violation of Applicable Laws; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Subadviser in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder; (ii) Subadviser’s violation of Applicable Laws; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Landlord shall not be liable forto Tenant or Tenant’s employees, agents, servants, guests, invitees or visitors, or subject to any damagesother person whomsoever, for any injury to person or damage to property on or about the Premises, resulting from and/or caused in part or whole by the negligence or misconduct of Tenant, its employees, agents, servants, guests, invitees or visitors, or of any other person entering upon the Premises, or caused by the building and improvements located on the Premises becoming out of repair, or caused by leakage of gas, oil, water or steam or by electricity emanating from the Premises, or due to any cause whatsoever, and Tenant hereby covenants and agrees that it will at all times indemnify and hold safe and harmless the property, the Landlord (including without limitation the trustee and beneficiaries if Landlord is a trust), Landlord’s employees, agents, servants, guests, invitees and visitors from any loss, liability, claims, suits, costs, expenses, or losses in connection withincluding without limitation attorney’s fees and damages, any act or omission connected with or both real and alleged, arising out of any services rendered such damage or injury; except injury to persons or damage to property the sole cause of which is the negligence of Landlord or the failure of Landlord to repair any part of the Premises which Landlord is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs. Tenant’s obligation to indemnify Landlord under this AgreementParagraph 14 includes an obligation to indemnity for losses resulting from death or injury to Tenant’s employees, except by reason of the Subadviser’s willful misfeasance, bad faith, and Tenant accordingly hereby agrees that it will not assert any immunities it now has or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser hereafter may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expensesIndustrial Insurance Act, or losses other worker’s compensation, disability benefit or other similar act which would otherwise be applicable in connection with any act the case of such a claim. Tenant shall procure and maintain throughout the term of this Lease a policy or omission policies of Insurance, at its sole cost and expense, insuring both Landlord and Tenant against all claims, demands or actions arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with: (i) the Premises; (ii) the condition of the Premises; (iii) Tenant’s operations in and maintenance and use of the Premises; and (iv) Tenant’s liability assumed under this Lease, any act the limits of such policy or omission connected policies to be in the amount of not less than $1,000,000 per occurrence in respect of injury to persons (including death) and in respect of property damage or destruction, including loss of use thereof. All such policies shall be procured by Tenant from responsible Insurance companies satisfactory to Landlord. Certified copies of such policies, together with or arising out receipt evidencing payment of premiums therefor, shall be delivered to Landlord prior to the Commencement Date of this Lease. Not less than fifteen (15) days prior to the expiration date of any services rendered under this Agreementsuch policies, except by reason certified copies of the Trust’s renewals thereof (bearing notations evidencing the payment of renewal premiums) shall be delivered to Landlord. Such policies shall further provide that not less than thirty (30) days written notice shall be given to Landlord before such policy may be canceled or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreementchanged to reduce insurance provided thereby. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.Xxxxxx/nnnlease rev. 7/92 T DBS/L JCC

Liability. (a) Except Each Notes Trustee enters into this Agreement not individually or personally but solely in its capacity as may otherwise be required by trustee in the provisions exercise of the powers and authority conferred and vested in it under the relevant Notes Finance Documents for and on behalf of the Noteholders for which the Notes Trustee acts as trustee. Each Notes Trustee shall have no liability for acting for itself or in any capacity other than as trustee and nothing in this Agreement shall impose on it any obligation to pay any amount out of its personal assets. Notwithstanding any other provision of this Agreement, its obligations hereunder (if any) to make any payment of any amount or to hold any amount on trust shall be only to make payment of such amount to or hold any such amount on trust to the extent that (i) it has actual knowledge that such obligation has arisen and (ii) it has received and, on the date on which it acquires such actual knowledge, has not distributed to the Noteholders for which it acts as trustee in accordance with the relevant Notes Indenture any such amount. (b) In no case shall any Notes Trustee be (i) personally responsible, liable or accountable in damages or otherwise to any other Party for any loss, damage or claim incurred by reason of any act or omission performed or omitted by that Notes Trustee in good faith in accordance with this Agreement (including under Section 14), or any of the 1940 Act Notes Finance Documents in a manner that such Notes Trustee believed to be within the scope of the authority conferred on it by this Agreement or any of the rules thereunder Notes Finance Documents or other applicable by law, the Trust and the Investment Adviser agree that the Subadviser, or (ii) personally liable for or on account of any affiliated person of the Subadviserstatements, and each personrepresentations, warranties, covenants or obligations stated to be those of any other Party, all such liability, if any, whobeing expressly waived by the Parties and any person claiming by, within through or under such Party; provided, however, that each Notes Trustee shall be personally liable under this Agreement for its own gross negligence or wilful misconduct. It is also acknowledged and agreed that no Notes Trustee shall have any responsibility or liability for the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out actions of any services rendered under this Agreement, except by reason individual Creditor or Noteholder (save in respect of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. its own actions). (c) Notwithstanding the foregoing, nothing contained anything in this Agreement to the contrary, each Notes Trustee shall constitute a waiver only have an obligation to turn over or limitation of rights repay amounts received under this Agreement by it if (i) it had actual knowledge that the Trust receipt or Investment Adviser may have under federal recovery is an amount received in breach of this Agreement and (ii) to the extent that, prior to receiving such knowledge, it had not distributed the amount of such receipt or state securities lawsrecovery in accordance with the relevant Notes Indenture. In addition, Subadviser No Notes Trustee shall be liable for charged with knowledge (actual or otherwise) or existence of facts that would impose any damagesobligation on it hereunder to make any payment or prohibit it from making any payment unless, expensesnot less than two Business Days prior to the date of such A44420063 payment, a Responsible Officer of the Notes Trustee receives written notice satisfactory to it that such payments are required or losses in connection with any act or omission arising out of any services rendered prohibited by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bd) Except Notwithstanding anything contained herein, no provision of this Agreement shall alter or otherwise affect the rights and obligations of the Parent or any other Debtor to make payments in respect of Notes Trustee Amounts as may otherwise and when the same are due and payable pursuant to the applicable Notes Finance Documents or the receipt and retention by any Notes Trustee of the same or the taking of any step or action by any Notes Trustee in respect of its rights under the applicable Notes Finance Documents to the same. (e) No Notes Trustee is responsible for the appointment or for monitoring the performance of the Security Agent. (f) The Security Agent agrees and acknowledges that it shall have no claim against any Notes Trustee in respect of any fees, costs, expenses and liabilities due and payable to, or incurred by, the Security Agent. (g) No Notes Trustee shall be required under any obligation to instruct or direct the Security Agent to take any Enforcement Action unless it has been instructed to do so by the relevant Noteholders and has been indemnified and/or secured and/or prefunded to its satisfaction. (h) The provisions of this Agreement (including under Section 14), Clause 26 shall survive the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning termination of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and controlling persons thereof (each persona “Sub- Adviser Controlling Person,” and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Trust to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver or limitation be deemed to apply only to the portion of rights the assets of the Fund managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by A. Notwithstanding anything to the provisions contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Agreement Lease by Lessor, that (including under Section 14)i) there shall be absolutely no personal liability on the part of Lessor, the 1940 Act its successors or the rules thereunder or other applicable law, the Trust assigns and the Investment Adviser agree that the Subadvisertrustees, members, partners, shareholders, officers, directors, employees and agents of Lessor and its successors or assigns, to Lessee with respect to any affiliated person of the Subadviserterms, covenants and conditions of this Lease, (ii) Lessee waives all claims, demands and causes of action against the trustees, members, partners, shareholders, officers, directors, employees and agents of Lessor and its successors or assigns in the event of any breach by Lessor of any of the terms, covenants and conditions of this Lease to be performed by Lessor, and (iii) Lessee shall look solely to the Properties for the satisfaction of each person, if any, who, within and every remedy of Lessee in the meaning event of Section 15 any breach by Lessor of any of the 1933 Actterms, controls the Subadviser, shall not covenants and conditions of this Lease to be liable forperformed by Lessor, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses other matter in connection with this Lease or the Properties, such exculpation of liability to be absolute and without any act or omission arising out exception whatsoever. B. Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Lessee, that (i) there shall be absolutely no personal liability on the part of any services rendered by third parties that Subadviser hires in connection members, partners, shareholders, officers, directors and employees of Lessee to Lessor with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by respect to any of the provisions terms, covenants and conditions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofLease, and each person(ii) Lessor waives all claims, if anydemands and causes of action against the members, whopartners, within shareholders, officers, directors and employees of Lessee in the meaning event of Section 15 any breach by Lessee of any of the 1933 Actterms, controls the Trust or Investment Advisercovenants and conditions of this Lease to be performed by Lessee, shall not such exculpation of liability to be liable for, or subject to absolute and without any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsexception whatsoever.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. The Fund and the Investment Adviser acknowledge and agree that the Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement, but only to the same extent the Subadviser itself would be liable under this Agreement if it had itself performed the services for which it hired the third parties. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws. (c) The Subadviser does not guarantee the future performance of the Segment of the Fund or any specific level of performance or the success of any investment decision or strategy that the Subadviser may employ. The Investment Adviser and the Trust understand that investment decisions made for the Segment are subject to various market, currency, economic, political or business risks, and that those investment decisions will not always be profitable. (d) In no event will the Subadviser have any responsibility for any other fund of the Trust, for any portion of the Fund not managed by the Subadviser or for the acts or omissions of any other subadviser to the Trust or the Fund. In particular, in the event the Subadviser shall manage only a segment of the Fund, the Subadviser shall have no responsibility for the Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment of the Fund are such that the Segment of the Fund would not be in violation or would not fail to so qualify if the Segment of the Fund were deemed a separate series of the Trust or a separate regulated investment company under the Code, unless such violation was due to Subadviser’s act or omission in complying with written guidelines adopted by the Board or the Investment Adviser and provided in writing to the Subadviser, including the Trust Procedures. (e) Notwithstanding anything in this Agreement to the contrary, to the extent permitted by law each party waives all rights to claim punitive or consequential damages. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that Trust or the Investment Adviser may have under any such laws.

Liability. (a) Except as may otherwise be required provided by the provisions Investment Company Act of this Agreement (including under Section 14)1940 or federal securities laws, the 1940 Act or the rules thereunder or other applicable lawneither Sub-Investment Manager nor any of its officers, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable fordirectors, or employees shall be subject to any damagesliability to Investment Manager, expensesthe Fund, or losses in connection with, any shareholder of the Fund for any error of judgment or any loss arising out of any investment or other act or omission in the course of, connected with with, or arising out of any services service to be rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding Investment Manager and the foregoingFund shall hold harmless and indemnify Sub-Investment Manager for any loss, nothing contained liability, cost, damage, or expense (including reasonable attorneys fees and costs) arising from any claim or demand by any past or present shareholder of the Fund, in their capacity as shareholder, the is not based upon or does not arise from the investment advice and/or other services provided by Sub-Investment Manager pursuant to this Agreement shall constitute a waiver Agreement. Investment Manager acknowledges and agrees that Sub-Investment Manager makes no representation or limitation warranty, express or implied, that any level of rights performance or investment results will be achieved by the Fund or that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection Fund will perform comparably with any act standard or omission arising out index, including other clients of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementSub-Investment Manager, whether public or private. (b) Except Notwithstanding anything to the contrary in sub-Paragraph (a) just above, Sub-Investment Manager agrees to indemnify the Fund, Investment Manager, the Separate Account and the Lincoln National Life Insurance Company (the "Lincoln Entities") for, and hold them harmless against, any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sub-Investment Manager) or litigation (including legal and other expenses) to which the Lincoln Entities, or any of them, may become subject under any statute, at common law or otherwise, insofar as may otherwise be required those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of any failure by the provisions Sub-Investment Manager, whether unintentional or in good faith or otherwise, to adequately diversify the investment program of this Agreement the Fund, pursuant to the requirements of Section 817(h) of the Code, and the regulations issued thereunder (including under Section 14including, but not by way of limitation, Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8730), relating to the 1940 Act or the rules thereunder or other applicable lawdiversification requirements for variable annuity, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofendowment, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawslife insurance contracts.

Liability. (a) Except Escrow Agent shall not be liable for action taken, suffered or omitted to be taken in good faith, except to the extent that a final adjudication of a court of competent jurisdiction determines that Escrow Agent’s gross negligence, bad faith, willful misconduct or fraud was the cause of any loss to either Party. No party to this Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other similar causes reasonably beyond its control. Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. Escrow Agent may otherwise execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event that Escrow Agent shall be required by uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement Agreement, or if Escrow Agent receives conflicting instructions from the Parties, it shall be entitled to (including under Section 14)a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be given (i) joint written instructions executed by an Authorized Representative of each of Buyer and Seller, which eliminate such ambiguity or uncertainty to the 1940 Act satisfaction of Escrow Agent or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree (ii) an Order (it being understood that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser Escrow Agent shall be liable for entitled conclusively to rely and act upon any damages, expenses, such Order and shall have no obligation to determine whether any such Order is final); or losses (b) file an action in interpleader. The Parties agree to pursue any redress or recourse in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by dispute between them without making Escrow Agent a party to the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreementsame. Notwithstanding the foregoing, nothing contained Anything in this Agreement to the contrary notwithstanding, in no event shall constitute a waiver Escrow Agent be liable for special, incidental, punitive, indirect or limitation consequential loss or damage of rights that any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the Subadviser may have under federal likelihood of such loss or state securities lawsdamage and regardless of the form of action.

Liability. (a) Except as may otherwise be required by provided in this Article 4, including without limitation the provisions second sentence of this Agreement (including under Section 14)4.04, in accepting the trust created hereby, the 1940 Act or Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the rules thereunder or Trustee by reason of the transactions contemplated by this Agreement and any other applicable law, agreement to which the Trust and is a party shall look only to the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee shall have no liability or responsibility for the validity or sufficiency of this Agreement or for the form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Trust Estate; (b) The Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or subject other statement in the disclosure statement distributed to any damages, expenses, or losses members of the Company in connection withwith the Conversion or in any other document issued or delivered in connection with the sale or transfer of the Shares; (c) The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the liquidating trustee; (d) The Trustee shall not have any liability for the acts or omissions of the Sponsor, any act the Custodian, the Administrator or omission connected with their respective delegates; (e) The Trustee shall have no duty or arising out obligation to supervise the performance of any services rendered under this Agreement, except by reason obligations of the Subadviser’s willful misfeasanceSponsor, bad faiththe Custodian, the Administrator or gross negligence their respective delegates; (f) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder; (g) Under no circumstances shall the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Trustee be liable for any damagesobligations of the Trust arising under this Agreement or any other agreements to which the Trust is a party; and (h) Notwithstanding anything contained herein to the contrary, expensesthe Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or losses in connection the giving of notice to, or the registration with any act or omission arising out taking of any services rendered action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by third parties that Subadviser hires the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in connection with fulfilling Subadviser’s obligations under the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Agreement. (bi) Except as may otherwise The Trustee shall not be required by personally liable for any error in judgment made in good faith, except to the provisions of this Agreement extent such judgment constitutes gross negligence on its part; (including under Section 14)j) Under no circumstances shall the Trustee be personally liable for any representation, the 1940 Act warranty, covenant, agreement, or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 indebtedness of the 1933 Act, controls the Trust or Investment Adviser, Trust; (k) The Trustee shall not be liable forfor punitive, exemplary, consequential, special or subject other similar damages under any circumstances; and (l) The Trustee shall not be obligated to give any damages, expenses, bond or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in other security for the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and its duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawshereunder.

Liability. (a) Except as may otherwise Logistics Service Provider agrees that it will be required fully responsible, without limitation, for any loss or damage to MEDOVEX’s cargo while such cargo is in the possession or control of Logistics Service Provider. Logistics Service Provider’s liability shall be for the cost of the cargo plus any expenses incurred by MEDOVEX pertaining to the provisions cargo to the time of this Agreement (including under Section 14)the loss or damage including, without limitation, duties, transportation charges, forwarding and brokerage fees, etc. This provision shall not limit or detract from MEDOVEX’s right to assert claims against other parties for the same damages including, without limitation, the 1940 Act or ocean carrier under whose through xxxx of lading the rules thereunder or other applicable lawcargo is carried. (b) Logistics Service Provider agrees that it will also be liable, the Trust and the Investment Adviser agree that the Subadviserwithout limitation, for any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject direct extra expenses incurred by MEDOVEX arising from Logistics Service Provider’s failure to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s discharge its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations responsibilities under this Agreement. (bc) Except as may otherwise MEDOVEX shall have (i) twelve months from the date of delivery, or (ii) a reasonable time if the goods are not delivered, in which to file a claim with Logistics Service Provider. (d) All claims shall be required paid, settled, or disallowed by Logistics Service Provider within 30 days of filing. If no response is received within this time, MEDOVEX will assume the provisions claim has been allowed and deduct the amount claimed from the next payment(s) of Logistic Service Provider invoices. Whenever Logistics Service Provider disallows a claim by MEDOVEX, it shall provide a lawful reason for doing so, which shall be stated in writing by Logistics Service Provider itself, not its insurer. MEDOVEX shall have 180 days from the date of Logistic Service Provider’s response to its claim in which to file suit against Logistic Service Provider for loss or damages arising from such claim. (e) Logistics Service Provider shall indemnify, defend and hold harmless MEDOVEX, its officers, employees, agents, representatives and affiliates from and against any and all liability, loss, damages, claims, suits, costs or expenses, including reasonable attorneys’ fees, asserted against MEDOVEX based upon, arising out of or in connection with (i) any acts or omissions by Logistics Service Provider or its agents, sub-agents, representatives or employees, (ii) any breach or non-fulfillment of any representation, warranty or covenant of Logistics Service Provider provided herein, or (iii) any claim, losses, damages, costs, or expenses asserted against MEDOVEX by Logistics Service Provider, its employees, agents or any other person for any injury (including sickness, disease or death) or claim or injury to property arising out of or in connection with the performance of this Agreement Agreement. (including under Section 14)f) No salvage of any kind or nature shall be sold or offered for sale or in any other way disposed of to any third party without the prior written consent of MEDOVEX. All salvage receipts shall be payable to MEDOVEX and credited against MEDOVEX’s claim against Logistics Service Provider. Unless MEDOVEX directs otherwise, all freight subject to salvage shall be returned to MEDOVEX, at Logistics Service Provider’s sole cost and expense, for salvage and appropriate credit. MEDOVEX may determine, within its sole discretion, subject to a reasonableness standard, whether the goods may be salvaged, and if salvageable, the 1940 Act or the rules thereunder or other value of such salvage. Such decision will be consistent with all applicable law, the Subadviser agrees that the Trust federal and the Investment Adviser, any affiliated person thereof, provincial regulations. (g) Logistics Service Provider’s responsibilities and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, liabilities set forth above shall not be liable for, limited in any manner whatsoever by any terms incorporated by reference into this Agreement or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsdocumentation issued by Logistics Service Provider.

Liability. (a) Except as may otherwise be required by The Supplier indemnifies, and will at all times hold harmless, defend and keep the provisions Organisation and each of its Personnel indemnified (Indemnified Party) against any liabilities, losses, damages, costs and expenses (including all legal and settlement costs determined on a full indemnity basis) (Losses) or compensation arising out of, or in any way connected with, any: (i) personal injury, including sickness and death; (ii) property damage; (iii) a breach of an obligation of confidence or privacy, whether under this Agreement or otherwise; (iv) fraudulent acts or omissions; (v) any wilful misconduct or unlawful act or omission; (vi) breaches of logical or physical security; (vii) loss or corruption of Data; (viii) any third party claim arising out of a breach of this Agreement by the Supplier or its Personnel (including under Section 14), the 1940 Act breach of warranty) or the rules thereunder any negligent act or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person omission of the SubadviserSupplier or its Personnel; or (ix) any infringement or alleged infringement of the Intellectual Property Rights, and each Moral Rights or any other rights of any person, if anyincluding any third party, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forwhich was caused, or subject contributed to any damages, expenses, or losses in connection withby, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, Supplier or gross negligence in the performance any of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementits Personnel. (b) Except as may otherwise be required by The Supplier’s liability to indemnify the provisions of this Agreement (including Organisation under Section 14)clause 22(a) is reduced to the extent that any wilful, the 1940 Act unlawful or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any negligent act or omission connected with of the Organisation or arising out of its Personnel contributed to their liability, loss, damage, cost, expense or compensation. (c) To the extent that the indemnity in this clause 22 refers to persons other than the Organisation, the Organisation holds this clause on trust for those other persons. (d) If any services rendered indemnity payment is made by the Supplier under this Agreementclause 22, except the Supplier must also pay to the Indemnified Party an additional amount equal to any tax which is payable by reason the Indemnified Party in respect of that indemnity payment. (e) The Organisation may, in its absolute discretion, permit the Supplier, at the Supplier’s expense, to handle all negotiations for settlement and, as permitted by Law, to control and direct any litigation that may occur following a claim that receipt of the Trust’s Services or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard use of the TrustDetails: Provision of Services – RCV Secretariat Services Page: 25 of 44 Document: Agreement for the Provision of Services Original Issue: 17/05/2020 Current Version: Version 3.0 Current Version: 30/05/2023 Deliverables violates the Intellectual Property Rights, Moral Rights or any other rights of a third party (IPR Claim). (f) If the Organisation requests the Supplier to defend an IPR Claim in accordance with clause 22(e): (i) the Supplier must comply at all times with any Organisation policy relevant to the conduct of the IPR Claim and with any conditions imposed and directions given by the Organisation; (ii) the Supplier may not settle or compromise the IPR Claim conducted by it without the Organisation’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding consent; (iii) the foregoingOrganisation may, nothing contained in this Agreement shall constitute a waiver or limitation of rights at any time, give notice to the Supplier that the Subadviser may have under federal or state securities lawsOrganisation wishes to conduct the IPR Claim (including associated settlement discussions) and the Supplier will permit the Organisation to do so; and (iv) the Supplier must comply at all times with any instructions provided by the Organisation in relation to the day to day conduct and management of the IPR Claim.

Liability. The Issuer and the Trustee severally acknowledge to each Seller and agree that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserrepresentations and warranties in, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of clause 7.2 shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, Issuer or gross negligence in the performance Trustee against any Mortgagee or any remedy whatsoever against any Mortgagee and the sole remedy of each of the Subadviser’s duties, or by reason of reckless disregard Issuer and the Trustee in respect thereof (with the exception of the Subadviser’s obligations representation and duties under this Agreement. Notwithstanding warranty in clause 7.2(kk) to which the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation provisions of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser paragraph (d)below will apply) shall be liable for any damagesto take such action under clause 7.6 as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in clause 7.2 (but not paragraph (kk)) thereof) shall entitle the Issuer or the Trustee to require that Subadviser hires Seller to repurchase any Mortgage in connection accordance with fulfilling Subadviser’s obligations under clause 7.6 or otherwise provided that this Agreement.paragraph (a) shall not limit the remedies available to the Issuer and/or the Trustee (or the exercise thereof) against the Seller if it, having become bound to repurchase a Mortgage in accordance with clause 7.6, fails to do so; (b) Except as may otherwise be required by the provisions subject and without prejudice to paragraph (a) above, no Mortgagee shall have any liability or responsibility (whether, in either case, contractual, tortious or delictual, express or implied) for any loss or damage for or in respect of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable forbreach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected with in respect of, any of the obligations on the part of the Borrower under any Mortgage suffered by the Issuer or arising out of any services rendered under this Agreement, except the Trustee by reason of such breach, act or omission; (c) if, after the Trust’s Closing Date, the terms of any Mortgage are varied or Investment Adviser’s willful misfeasancewaived in any way with the consent of the Issuer and the Trustee (which shall include but not be limited to any rescheduling of the amounts secured by such Mortgage or renegotiation of such terms), bad faiththe Issuer and the Trustee shall be subject to, and bound by, such variation or gross negligence waiver and the Seller shall not have any obligation therefor or be in any way affected thereby; and (d) except in the performance case of their dutiesfraud, or by reason of reckless disregard no breach of the Trust’s representation and warranty in, nor any act or Investment Adviser’s obligations omission in respect of, the provisions of clause 7.2(kk) shall give rise to any claim for damages on the part of the Issuer or the Trustee or any other person against the relevant Seller or any right of action or remedy whatsoever against the Mortgagee and duties under no breach of, nor any act or omission in respect of, the representation and warranty in clause 7.2(kk) shall entitle the Issuer or the Trustee or any other person to require that Seller to repurchase any Mortgage in accordance with clause 7.6 or otherwise to any remedy against the Mortgagee or any other person but this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser clause 13(d) is without prejudice to any obligation each Seller may have to repurchase any Individual Mortgage under federal or state securities lawsclause 7.6.

Liability. INSERT NAME OF TECHNICAL SERVICE PROVIDER and INSERT NAME OF NSO shall, to the extent permitted by law, indemnify INSERT NAME OF MNO (athe “Indemnified Party”) Except as may otherwise be required and keep the Indemnified Party fully and effectively indemnified against all Losses incurred or suffered by the provisions Indemnified Party as a result of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of the respective acts or omissions of each of INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO for: any services rendered under Processing of the NAME OF MNO Data, Documentation and/or Results in violation of this Agreement, except and/or any claim brought against the Indemnified Party for any actual or alleged infringement of a third party’s intellectual property rights arising out of any publications made by reason INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO, respectively, containing any NAME OF MNO Data, Documentation or Results. Liability under this indemnity is conditional on the Indemnified Party discharging the following obligations. If any third party makes a claim, or gives notice of an intention to make a claim, against INSERT NAME OF MNO which may reasonably be considered likely to give rise to a liability under this indemnity (the "Claim"), the Indemnified Party shall: as soon as reasonably practicable, give written notice of the Subadviser’s willful misfeasanceClaim to INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO, bad faith, or gross negligence in specifying the performance nature of the Subadviser’s dutiesClaim in reasonable detail; be deemed to have given to INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO at its own expense sole authority to avoid, dispute, compromise and defend the Claim; and not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO (such consent not to be unreasonably conditioned, withheld or delayed). Nothing in this Agreement shall exclude or limit the liability of a Party: for death or personal injury caused by reason a Party's negligence; for fraudulent misrepresentation or fraud; and for breach of reckless disregard confidentiality. Exclusions: Subject to clause 10.3 no Party shall have any liability under this Agreement for any losses suffered by any other Party whether such losses constitute direct or indirect loss even if such losses or the possibility of liability being incurred was advised in advance for: (i) loss of profits; (ii) loss of opportunity; (iii) loss of business; (iv) depletion of goodwill or similar losses; (v) loss of anticipated savings; (vi) loss of goods; (vii) loss of contract; (viii) loss of opportunity; (ix) pre-contract expenditure; and/or (x) for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. Subject to clauses 10.3 and without prejudice to clause 10.4 (exclusions) the Parties agree for the Term of the SubadviserAgreement: INSERT NAME OF MNO ’s obligations total liability under or in connection with this Agreement to the other Parties in aggregate shall be limited to the total of 500,000 USD; INSERT NAME OF NSO total liability under or in connection with this Agreement to each of the other Parties shall be limited to the amount of 1,000,000 USD; and duties INSERT NAME OF TECHNICAL SERVICE PROVIDER’s total liability under or in connection with this Agreement to each of the other Parties shall be limited to the amount of 1,000,000 USD. INSERT NAME OF NSO and INSERT NAME OF TECHNICAL SERVICE PROVIDER shall operate as separate processors under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust INSERT NAME OF NSO and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, INSERT NAME OF TECHNICAL SERVICE PROVIDER shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations as joint processors having joint and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsseveral liability.

Liability. (a) Except as may otherwise be required Completion Guarantor, and by its acceptance hereof the provisions Beneficiaries, hereby confirm that it is the intention of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree all such parties that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall guarantees by Completion Guarantor pursuant to this Guarantee do not be liable for, constitute a fraudulent transfer or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out conveyance for purposes of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities lawsLaw. In additionTo effectuate the foregoing intention, Subadviser shall be liable for and notwithstanding any damagesother provision of this Guarantee to the contrary, expenses, in the event that any action or losses proceeding is brought in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires whatever form and in connection with fulfilling Subadviserwhatever forum seeking to invalidate Completion Guarantor’s obligations under this Agreement. (b) Except as may otherwise Guarantee under any fraudulent conveyance, fraudulent transfer theory, or any other theory under any law, including whether under state or federal law, Completion Guarantor, automatically and without any further action being required of such Completion Guarantor or the Collateral Agent, shall be required liable under this Guarantee only for an amount equal to the maximum amount of liability that could have been incurred under applicable law by the provisions Completion Guarantor under any guarantee of the Guaranteed Obligations (or any portion thereof) at the time of the execution and delivery of the Original Guarantee as such term is defined herein (or, if such date is determined not to be the appropriate date for determining the enforceability of such Completion Guarantor’s obligations hereunder for fraudulent conveyance or transfer (or similar avoidance) purposes, on the date determined to be so appropriate) without rendering such a hypothetical Guarantee voidable under applicable law relating to fraudulent conveyance, fraudulent transfer, or any other grounds for avoidance (such highest amount determined hereunder being any such Completion Guarantor’s “Maximum Completion Guarantee Amount”), and not for any greater amount, as if the stated amount of this Agreement (including Guarantee as to such Completion Guarantor had instead been the Maximum Completion Guarantee Amount. This Section is intended solely to preserve the rights of each Collateral Agent and other Beneficiaries under Section 14), this Guarantee to the 1940 Act or the rules thereunder or other maximum extent not subject to avoidance under applicable law, and neither any Completion Guarantor nor any other person or entity shall have any right or claim under this Section with respect to the Subadviser agrees limitation described in this Guarantee, except to the extent necessary so that the Trust and the Investment Adviser, obligations of any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, Completion Guarantor under this Guarantee shall not be liable for, or subject rendered voidable to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the detriment of the Beneficiaries under applicable law. The liability of Completion Guarantor hereunder is independent of any services rendered under this Agreement, except by reason other guarantees at any time in effect with respect to all or any part of the TrustGuaranteed Obligations and Completion Guarantor’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard liability hereunder may be enforced regardless of the Trust’s existence of any such guarantees. Any termination by or Investment Adviser’s obligations release of Completion Guarantor in whole or in part shall not affect the continuing liability of any other guarantor, and duties under this Agreementno notice of any such termination or release shall be required. Notwithstanding The execution hereof by Completion Guarantor is not founded upon an expectation or understanding that any other guarantee of the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsGuaranteed Obligations will ultimately be enforceable.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementAgreement to the same extent as if Subadviser had performed the obligations itself. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Notwithstanding any provision to the contrary in this Agreement, Note A, Note B, Note C, or the Loan Documents and except as otherwise provided for below, the liability of the Borrowers under the Loan Documents shall be limited to the interest of the Borrowers in the Premises and the Rents. In the event of foreclosure of the liens evidenced by the Loan Documents, no judgment for any deficiency upon the Indebtedness evidenced by the Loan Documents shall be sought or obtained by Lender against the Borrowers. Nothing herein shall in any manner limit or impair (i) the lien or enforcement of the Loan Documents pursuant to the terms thereof or (ii) the obligations of any indemnitor or guarantor, if any. Notwithstanding any provision hereinabove to the contrary, the Borrowers shall be personally liable to Lender for: (a) Except as may otherwise be required by any loss or damage to Lender arising from (i) the sale or forfeiture of the Premises resulting from the Borrowers' failure to pay any of the taxes or (ii) the Borrowers' failure to insure the Premises in compliance with the provisions of the Loan Documents; (b) environmental loss or damage; (c) nonpayment of taxes, insurance premiums and utilities for the Premises and any penalty or late charge associated with nonpayment thereof; 34 <PAGE> (d) material failure to manage, operate, and maintain the Premises in a commercially reasonable manner for similar property types in the surrounding geographic area: (e) any sums paid by Lender in fulfilling the obligations of the Borrowers as lessor under any Lease of the Premises prior to a sale of the Premises pursuant to foreclosure or power of sale, a bona fide sale (permitted by the terms of paragraphs 2(f) and 2(m) of the Mortgage (it being agreed that "Mortgage" as used herein shall be construed to mean "mortgage" or "deed of trust" or "trust deed" as the context so requires) or consented to in writing by Lender) to an unrelated third party or upon conveyance to Lender of the Premises by a deed acceptable to Lender in form and content (each of which shall be referred to as a "Sale" for purposes of this Agreement paragraph) or expended by Lender after a Sale of the Premises for obligations of the Borrowers which arose prior to a Sale of the Premises; (including f) any rents or other income regardless of type or source of payment or other considerations in lieu thereof (including, but not limited to, common area maintenance charges, lease termination payments, refunds of any type, prepayment of rents, settlements of litigation, or settlements of past due rents) from the Premises which the Borrowers have received or will receive after an Event of Default under Section 14the Loan Documents which are not applied to payment of Operation Expenses provided that (x) the Borrowers have furnished Lender with evidence reasonably satisfactory to Lender of the Operation Expenses and payment thereof and (y) any payments to parties related to the Borrowers shall be considered an Operation Expense only to the extent that the amount expended for the Operation Expense does not exceed the then current market rate for such Operation Expense; (g) any security deposits of tenants not otherwise applied in accordance with the terms of the Lease(s), the 1940 Act together with any interest on such security deposits required by law or the rules thereunder leases, not turned over to Lender upon conveyance of the Premises to Lender pursuant to foreclosure or power of sale or by a deed acceptable to Lender in form and content; (h) misapplication or misappropriation of any reserve account including tax reserve accounts and tenant improvement reserve accounts, security deposits, prepaid rents or insurance or condemnation proceeds held by the Borrowers or any other applicable lawentity or person in connection with the operation of the Premises; and (i) any loss or damage to Lender arising from any fraud or willful misrepresentation by or on behalf of the Borrowers, Interest Owners or any guarantor regarding the Premises, the Trust and the Investment Adviser agree that the Subadviser, making or delivery of any affiliated person of the SubadviserLoan Documents or in any materials or information provided by or on behalf of the Borrowers, and each personInterest Owners or guarantor, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out the Loan. The Borrowers' personal liability for items specified in (c), (d) and (e) above shall be limited to the amount of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. rents, issues, proceeds and profits from the Premises (b"Rents and Profits") Except as may otherwise be required received by the provisions Borrowers for the twenty-four (24) months preceding an Event of this Agreement Default and thereafter; but less any such Rents and Profits applied to (A) payment of principal, interest and other charges when due under the Loan Documents, or (B) payment of expenses for 35 <PAGE> the operation, maintenance, taxes, assessments, utility charges and insurance of the Premises including under Section 14sufficient reserves for the same or replacements or renewals thereof ("Operation Expense(s), ") provided that (x) the 1940 Act or Borrowers have furnished Lender with evidence reasonably satisfactory to Lender of the rules thereunder or other applicable law, the Subadviser agrees that the Trust Operation Expenses and the Investment Adviser, any affiliated person payment thereof, and each person, if any, who, within (y) any payments to parties related to the meaning of Section 15 of Borrowers shall be considered an Operation Expense only to the 1933 Act, controls extent that the Trust or Investment Adviser, shall amount expended for the Operation Expense does not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of exceed the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreementthen current market rate for such Operation Expense. Notwithstanding the foregoing, nothing anything contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.paragraphs 6.16(a)(i) and 6.16

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing 6.1 Nothing contained in this Agreement shall constitute a waiver be construed as: (a) requiring the filing of any patent or limitation trademark application, the securing of rights that the Trust any patent or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expensestrademark, or losses the maintaining of any patent or trademark in force provided that NNI shall reasonably cooperate with Elastic in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement.the foregoing; (b) Except a representation or warranty of any kind by NNI as may to merchantability, fitness for a particular purpose, validity or scope of the Transferred Patents or any Improvements thereto, or whether or not the use of the Transferred Patents or any Improvements thereto will infringe any patent or other rights of any other person. (c) an agreement to bring or prosecute actions or suits against third parties for infringement; (d) an obligation to furnish any assistance or any manufacturing or technical information not constituting Transferred Patents; (e) except as provided herein, conferring any right to use, in advertising, publicity or otherwise, any name, trade name or trademark, or any contraction, abbreviation or simulation thereof; (f) conferring by implication, estoppel or otherwise be required by upon either Party any license or other right under any patent or other intellectual property right, except the provisions licenses and rights expressly granted herein; or (g) an obligation on the part of this Agreement one Party to indemnify the other Party for any reason. 6.2 EXCEPT AS EXPRESSLY PROVIDED FOR IN THE CONTRIBUTION AGREEMENT, IN NO EVENT SHALL NNI OR ELASTIC INCLUDING THEIR SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, CONTRACTORS, DIRECTORS, EMPLOYEES AND AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOST BUSINESS, LOST SAVINGS, LOST DATA, AND LOST PROFITS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (including under Section 14INCLUDING FUNDAMENTAL BREACH), the 1940 Act or the rules thereunder or other applicable lawTORT (INCLUDING NEGLIGENCE), the Subadviser agrees that the Trust and the Investment AdviserOR OTHERWISE, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsEVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability. (a) 7.1 Except as may otherwise provided in Section 7.2, responsibility for Claims (as defined in Section 7.5) as between the parties shall be required borne as follows: (i) RBMN shall be responsible for Claims arising from RBMN’s and its directors’, officers’, employees’, agents’, contractors’, or subsidiaries’ negligence, and from RBMN’s failure to comply with its obligations under this Agreement when such failure is a contributing cause to such Claims; (ii) Industry shall be responsible for Claims arising from Industry’s and its directors’, officers’, employees’, agents’, contractors’, or subsidiaries’ negligence, and from Industry’s failure to comply with its obligations under this Agreement when such failure is a contributing cause to such Claims; (iii) The parties shall share in proportion to their respective degrees of responsibility for all Claims arising from their and their directors’, officers’, employees’, agents’, contractors’, or subsidiaries’ joint or concurring negligence or failure to comply with their respective obligations under this Agreement when any such failure is a contributing cause to such Claims. If RBMN is subjected to any Claims under the Federal Employers’ Liability Act (“FELA”) based on the allegation that RBMN failed, in respect to the portion of the Sidetrack leased to or owned, controlled or maintained by Industry, to provide a safe place to work or failed to correct or guard against an unsafe condition, the provisions standards of negligence and causality established by FELA shall be applied in determining whether such Claims arose from the individual, joint or concurring negligence of Industry and its directors, officers, employees, agents, subsidiaries and contractors. (iv) Each party shall be responsible for Claims arising from the presence of trespassers, vandals or other unauthorized persons on the portion of the Sidetrack leased to or owned, controlled, or maintained by it. 7.2 Except where claims result from RBMN’s gross negligence or willful and wanton misconduct, Industry shall be responsible for Claims arising from any nonstandard conditions, now or hereafter existing, irrespective of any ordinary negligence on the part of RBMN, including without limitation the following nonstandard conditions: NONE. 7.3 The negligence of any tenant, invitee, licensee or grantee of Industry occurring on property leased to or owned, controlled or maintained by Industry shall be deemed the negligence of Industry. For purposes of this Agreement (including under Section 14)7.3, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, RBMN shall not be liable forconsidered to be a tenant, invitee, licensee or grantee of Industry. 7.4 Except as otherwise provided in Section 7.1, the party which is responsible for any claim shall release the other party from all responsibility for such Claims and shall defend, indemnify, protect, and save harmless the other party and its directors, officers, agents, and employees from and against all such Claims. Industry and RBMN waive any constitutional, statutory, or subject to any damagesdecisional immunity, expenseswhich would invalidate Industry’s, or losses in connection with, any act or omission connected RBMN’s obligation to indemnify the other party with or arising out respect to Claims asserted by employees of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations Industry and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementRBMN. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Except for liability with respect to (ai) Except as may otherwise be required by the provisions any intentional or willful misconduct or negligence of this Agreement (including under Section 14)any employee, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable foragent, or subject to any damagessubcontractor of Supplier, expenses, or losses in connection with, (ii) any act or omission connected with or arising out of any services rendered employee, agent, or subcontractor of Supplier, (iii) claims for bodily injury, including death, and real and tangible property damage, (iv) Supplier’s indemnification obligations, (v) Supplier’s confidentiality obligations, (vi) Supplier’s security compliance obligations, and (vii) Supplier’s data privacy and security obligations as specified under this AgreementContract, except by reason Supplier’s liability shall be limited to twice the aggregate value of the Subadviser’s delivered and accepted Deliverables, Products, Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, provided by Supplier to DMAS under this Contract. Supplier agrees that it is fully responsible for all acts and omissions of its employees, agents, and subcontractors, including their gross negligence or willful misfeasancemisconduct. The limitation shall apply on a per-incident basis, bad faithit being understood that multiple losses stemming from the same root cause constitute a single incident. FOR ALL OTHER CONTRACTUAL CLAIMS, IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) LOSS OF PROFIT, INCOME OR SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, EXCEPT WHEN SUCH DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. Insurance In addition to the insurance coverage required by law as referenced in the Incorporated Contractual Provisions section of this Contract, Supplier shall carry: Errors and omissions insurance coverage in the amount of $5,000,000 per occurrence. Performance Bond The Supplier shall deliver to the DMAS Contracts Management office an executed performance bond, in a form acceptable to DMAS with DMAS as obligee. The surety shall be a surety company or companies approved by the State Corporation Commission to transact business in the Commonwealth of Virginia. The successful Supplier shall obtain the required performance bond in form and substance acceptable to the Commonwealth and provide it to the Commonwealth no later than 7 days after the Contract Effective date detailed in the Contract. The successful Supplier must meet this performance bond requirement by providing the Commonwealth (as required) a performance bond covering the entire Contract period including all options to extend the Contract. The performance bond includes the Design, Development and Implementation (DDI)/Start-up period of the Contract (ending June 30th 2018) for the amount equal to 10% of the DDI fee (Implementation price), and, thereafter, a new annual (or re-issued) performance bond equal to 10% of the annual estimated contract amount covering each subsequent annual period of the Operations and Maintenance Phase of the Contract. The Supplier must provide annual (or re-issued) performance bonds to the Commonwealth no later than June 30th preceding the annual covered period beginning on July 1st of each year of the Operations Phase. Failure to provide to the Commonwealth the performance bond equal to 10% of the annual estimated contract amount as required prior to the Contract Effective date and, as applicable in the case of an annual performance bond, no later than June 30th preceding each annual covered period beginning on July 1st each year of the Operations Phase, shall result in DMAS’ option to terminate the Contract. The successful Supplier shall make all necessary arrangements for the performance bond prior to the Contract Effective date and prior to any subsequent performance bond deadlines in the case of an annual performance bond. The Commonwealth will not assist the Supplier securing the services of any fidelity or guaranty underwriter. Failure to adhere to the requirements of this Contract shall result in DMAS’ option to terminate the Contract as a material breach of the Contract. SECURITY COMPliance Supplier agrees to comply with all provisions of the then-current Commonwealth of Virginia security procedures, published by the Virginia Information Technologies Agency (VITA) and which may be found at: (xxxxx://xxxx.xxxxxxxx.xxx/default.aspx?id=537) or a successor URL(s), as are pertinent to Supplier's operation. Supplier further agrees to comply with all provisions of DMAS’ then-current security procedures as are pertinent to Supplier's operation and which have been supplied to Supplier by DMAS. Supplier shall also comply with all applicable federal, state and local laws and regulations. Supplier may, at any time, be required to execute and complete, for each individual Supplier employee or agent, additional forms which may include non-disclosure agreements to be signed by Supplier's employees or agents acknowledging that all DMAS information with which such employees and agents come into contact while at the DMAS site is confidential and proprietary. Any unauthorized release of proprietary or Personal information by the Supplier or an employee or agent of Supplier shall constitute a breach of its obligations under this Section and the Contract. Supplier shall immediately notify DMAS, if applicable, of any Breach of Unencrypted and Unredacted Personal Information, as those terms are defined in Virginia Code 18.2-186.6, and other personal identifying information, such as insurance data or date of birth, provided by DMAS to Supplier. Supplier shall provide DMAS the opportunity to participate in the investigation of the Breach and to exercise control over reporting the unauthorized disclosure, to the extent permitted by law. Supplier shall indemnify, defend, and hold the Commonwealth, DMAS, their officers, directors, employees and agents harmless from and against any and all fines, penalties (whether criminal or civil), judgments, damages and assessments, including reasonable expenses suffered by, accrued against, or gross negligence in charged to or recoverable from the Commonwealth, DMAS, their officers, directors, agents or employees, on account of the failure of Supplier to perform its obligations pursuant this Section. DMAS shall have the right to review Supplier's information security program prior to the commencement of Licensed Services and from time to time during the term of this Agreement. During the performance of the Subadviser’s dutiesLicensed Services, on an ongoing basis from time to time, DMAS, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Supplier's information security program. In lieu of an on-site audit, upon request by reason DMAS, Supplier agrees to complete, within forty-five (45 days) of reckless disregard of the Subadviser’s obligations receipt, an audit questionnaire provided by DMAS regarding Supplier's information security program. Supplier shall implement any reasonably required safeguards as identified by any program audit. Import/Export In addition to compliance by Supplier with all export laws and duties under this Agreement. Notwithstanding the foregoingregulations, nothing contained in this Agreement shall constitute a waiver DMAS requires that any data deemed “restricted” or limitation of rights that the Trust or Investment Adviser may have under “sensitive” by either federal or state securities laws. In additionauthorities, Subadviser shall must only be liable for any damagescollected, expensesdeveloped, analyzed, or losses in connection with any act otherwise used or omission arising out of any services rendered obtained by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act persons or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, entities working within the meaning of Section 15 boundaries of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsUnited States.

Liability. (a) Except as Each of the parties hereto hereby releases the other, to the extent of the releasing party’s insurance coverage, from any and all liability for any loss or damage covered by such insurance which may otherwise be required inflicted upon the property of such party even if such loss or damage shall be brought about by the provisions fault or negligence of the other party, its agents or employees; provided, however, that this Agreement (including under Section 14)release shall be effective only with respect to loss or damage occurring during such time as the appropriate policy of insurance shall contain a clause to the effect that this release shall not affect the policy or the right of the insured to recover thereunder. If any policy does not permit such a waiver, and if the party to benefit therefrom requests that such a waiver be obtained, the 1940 Act or the rules thereunder or other applicable lawparty agrees to obtain an endorsement to its insurance policies permitting such waiver of subrogation if it is available; provided that if an additional premium is charged for such waiver, the Trust and party benefiting therefrom agrees to pay the Investment Adviser agree that the Subadviser, any affiliated person amount of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementsuch additional premium promptly upon being billed therefor. (b) Except as may otherwise Without limiting the foregoing, Landlord, its agents and employees shall not be liable to Tenant, and Tenant hereby releases Landlord, its agents and employees, for any loss of life, personal injury or damage to property in the Demised Premises from any cause whatsoever unless such loss, injury or damage is the result of the negligence or willful misconduct of Landlord, its agents or employees or a material breach of Landlord’s obligations hereunder. Notwithstanding anything to the contrary set forth in this Lease, Landlord, its agents and employees shall in no event be liable to Tenant, and Tenant hereby releases Landlord, its agents and employees, for any loss or damage to property, whether or not the result of the negligence or willful misconduct of Landlord, its agents or employees, to the extent that Tenant would be covered by insurance that Tenant is required to carry hereunder or is covered by insurance regardless of the insurance requirements set forth herein, or to the extent of insurance customarily maintained by similarly situated tenants for the risk in question (even if Tenant failed to maintain such insurance). Tenant shall and does hereby indemnify and hold Landlord, its agents and employees harmless from and against any and all claims, actions, damages, liability and expenses (including reasonable attorneys fees) in connection with any loss of life, personal injury or damage to property in or about the Demised Premises or arising out of the negligent use or occupancy of the Demised Premises by Tenant, its agents, employees, invitees or contractors, or occasioned in whole or in part by Tenant, its agents, employees, invitees or contractors, unless such loss, injury or damage was caused by the provisions negligence or willful misconduct of Landlord, its agents or employees. Tenant’s covenants, obligations and liabilities under this Section shall survive the expiration or earlier termination of this Agreement Lease. (including under Section 14)c) Notwithstanding anything to the contrary contained in this Lease, the 1940 Act it is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or the rules thereunder agreements are made or other applicable lawintended as personal covenants, the Subadviser agrees that the Trust and the Investment Adviserundertakings or agreements by Landlord or its partners, shareholders or trustees, or any affiliated person thereofof their respective partners, members, shareholders or trustees, and each personany liability for damage or breach or nonperformance by Landlord, its agents or employees or for the negligence of Landlord, its agents or employees, shall be collectible only out of Landlord’s interest in the Building and no personal liability is assumed by, nor at any time may be asserted against, Landlord or its partners, members, shareholders or trustees or any of its or their partners, members, shareholders, trustees, officers, agents, employees, legal representatives, successors or assigns, if any; all such liability, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except being expressly waived and released by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this AgreementTenant. Notwithstanding anything to the foregoing, nothing contrary contained in this Agreement Lease, in no event shall constitute either party be liable to the other for any consequential damages, lost profits, loss of business or other similar damages, regardless of whether the same arises out of the negligence of either party, its agents or employees; provided however, that, notwithstanding anything contained herein to the contrary, Tenant shall be liable to Landlord for all damages, losses, costs and expenses (including reasonable attorney’s fees and expenses) including, without limitation, consequential damages suffered or incurred by Landlord as a waiver result of Tenant’s holdover after the expiration or limitation earlier termination of rights the Term of this Lease. Landlord acknowledges that the Subadviser may have under federal none of Tenant’s covenants, undertakings, or state securities lawsagreements are intended as personal covenants, undertakings or agreements of Tenant’s partners, shareholders, directors, officers, trustees, or employees, or any of their respective partners, shareholders, directors, officers, trustees or employees.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Funds, their shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Funds. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, each Fund, their shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or their shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFunds, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Funds, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Funds or the rules thereunder or other applicable lawtheir shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise Logistics Service Provider agrees that it will be required fully responsible, without limitation, for any loss or damage to Company’s cargo while such cargo is in the possession or control of Logistics Service Provider. Logistics Service Provider’s liability shall be for the cost of the cargo plus any expenses incurred by Company pertaining to the provisions cargo to the time of this Agreement (including under Section 14)the loss or damage including, without limitation, duties, transportation charges, forwarding and brokerage fees, etc. This provision shall not limit or detract from Company’s right to assert claims against other parties for the same damages including, without limitation, the 1940 Act or ocean carrier under whose through xxxx of lading the rules thereunder or other applicable lawcargo is carried. (b) Logistics Service Provider agrees that it will also be liable, the Trust and the Investment Adviser agree that the Subadviserwithout limitation, for any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject direct extra expenses incurred by Company arising from Logistics Service Provider’s failure to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s discharge its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations responsibilities under this Agreement. (bc) Except as may otherwise Company shall have (i) twelve months from the date of delivery, or (ii) a reasonable time if the goods are not delivered, in which to file a claim with Logistics Service Provider. If the amount or extent of the claim cannot reasonably be required determined within the [NUMBER] month period, the time for filing the claim shall automatically be extended for an additional [NUMBER] months. (d) All claims shall be paid, settled, or disallowed by Logistics Service Provider within [NUMBER] days of filing. If no response is received within this time, Company will assume the provisions claim has been allowed and deduct the amount claimed from the next payment(s) of Logistic Service Provider invoices. Whenever Logistics Service Provider disallows a claim by Company, it shall provide a lawful reason for doing so, which shall be stated in writing by Logistics Service Provider itself, not its insurer. Company shall have [NUMBER] years and [NUMBER] day from the date of Logistic Service Provider’s response to its claim in which to file suit against Logistic Service Provider for loss or damages arising from such claim. (e) Logistics Service Provider shall indemnify, defend and hold harmless Company, its officers, employees, agents, representatives and affiliates from and against any and all liability, loss, damages, claims, suits, costs or expenses, including reasonable attorneys’ fees, asserted against Company based upon, arising out of or in connection with (i) any acts or omissions by Logistics Service Provider or its agents, sub-agents, representatives or employees, (ii) any breach or non- fulfillment of any representation, warranty or covenant of Logistics Service Provider provided herein, or (iii) any claim, losses, damages, costs, or expenses asserted against Company by Logistics Service Provider, its employees, agents or any other person for any injury (including sickness, disease or death) or claim or injury to property arising out of or in connection with the performance of this Agreement Agreement. (including under Section 14)f) No salvage of any kind or nature shall be sold or offered for sale or in any other way disposed of to any third party without the prior written consent of Company. All salvage receipts shall be payable to Company and credited against Company’s claim against Logistics Service Provider. Unless Company directs otherwise, all freight subject to salvage shall be returned to Company, at Logistics Service Provider’s sole cost and expense, for salvage and appropriate credit. Company may determine, within its sole discretion, subject to a reasonableness standard, whether the goods may be salvaged, and if salvageable, the 1940 Act or the rules thereunder or other value of such salvage. Such decision will be consistent with all applicable law, the Subadviser agrees that the Trust federal and the Investment Adviser, any affiliated person thereof, provincial regulations. (g) Logistics Service Provider’s responsibilities and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, liabilities set forth above shall not be liable for, limited in any manner whatsoever by any terms incorporated by reference into this Agreement or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsdocumentation issued by Logistics Service Provider.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person The duties of the Subadviser, and each person, if any, who, within Trader shall be confined to those expressly set forth herein with respect to the meaning of Section 15 of the 1933 Act, controls the Subadviser, Allocated Assets. The Trader shall not be liable for, or subject to for any damages, expenses, or losses in connection with, any act or omission connected with or loss arising out of any services rendered under this Agreementportfolio investment or disposition hereunder, except by reason of the Subadviser’s a loss resulting from willful misfeasance, bad faith, faith or gross negligence in the performance of the Subadviser’s its duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreementhereunder. Notwithstanding Under no circumstances shall the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Trader be liable for any damages, expenses, or losses in connection with loss arising out of any act or omission arising out taken by another CTA, or any other third party, in respect of any services rendered portion of the Fund’s assets not managed by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under the Trader pursuant to this Agreement. (bi) Except The Trader hereby acknowledges, understands and agrees that (i) the Company is registered as may otherwise be required by a Segregated Portfolio Company, (ii) the provisions of Company is entering into this Agreement on behalf of SP8 in respect of the Allocated Assets, and (iii) all of the liabilities and obligations of SP8 to the Trader under this Agreement are expressly limited to the assets of SP8 comprising the Allocated Assets. Without in any way limiting the generality of the foregoing, the Trader hereby waives any right to seek redress against any person, entity or property, except SP8 (including under Section 14the Company, the Fund, the Portfolio, the Adviser and any of their respective shareholders, members, partners, directors, officers, principals and affiliates), for amounts or damages due or alleged to be due to the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or Trader from SP8 for claims against SP8 arising out of any services rendered or relating to this Agreement. (ii) The Trader hereby acknowledges and understands that (i) the Onshore LLC is a Delaware series limited liability company, (ii) the Onshore LLC is entering into this Agreement on behalf of Series 8 in respect of the Allocated Assets, and (iii) all of the liabilities and obligations of Series 8 to the Trader under this Agreement, except by reason Agreement are expressly limited to the assets of Series 8 comprising the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence Allocated Assets. Without in any way limiting the performance generality of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in the Trader hereby waives any right to seek redress against any person entity or property, except Series 8 (including the Onshore LLC, the Portfolio, the Fund, the Adviser and any of their respective shareholders, members, partners, directors, officers, principals and affiliates), for amounts or damages due or alleged to be due to the Trader from Series 8 for claims against Series 8 arising out of or relating to this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsAgreement.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person The duties of the Subadviser, and each person, if any, who, within Trader shall be confined to those expressly set forth herein with respect to the meaning of Section 15 of the 1933 Act, controls the Subadviser, Allocated Assets. The Trader shall not be liable for, or subject to for any damages, expenses, or losses in connection with, any act or omission connected with or loss arising out of any services rendered under this Agreementportfolio investment or disposition hereunder, except by reason of the Subadviser’s a loss resulting from willful misfeasance, bad faith, faith or gross negligence in the performance of the Subadviser’s its duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreementhereunder. Notwithstanding Under no circumstances shall the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Trader be liable for any damages, expenses, or losses in connection with loss arising out of any act or omission arising out taken by another CTA, or any other third party, in respect of any services rendered portion of the Fund’s assets not managed by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under the Trader pursuant to this Agreement. (bi) Except The Trader hereby acknowledges, understands and agrees that (i) the Company is registered as may otherwise be required by a Segregated Portfolio Company (ii) the provisions of Company is entering into this Agreement on behalf of SPC 12 in respect of the Allocated Assets, (iii) all of the liabilities and obligations of SPC 12 to the Trader under this Agreement are expressly limited to the assets of SPC 12 comprising the Allocated Assets. Without in any way limiting the generality of the foregoing the Trader hereby waives any right to seek redress against any person, entity or property (including under Section 14)the Company, the 1940 Act or the rules thereunder or other applicable lawFund, the Subadviser agrees that Adviser and any of their respective shareholder, members, partners, directors, officers, principals and affiliates) for amounts or damages due or alleged to be due to the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or Trader from SPC 12 arising out of any services rendered or relating to this Agreement. (ii) The Trader hereby acknowledges, understands and agrees that (i) the Onshore LLC is registered as a Delaware series limited liability company (ii) the Onshore LLC is entering into this Agreement on behalf of Series 12 in respect of the Allocated Assets, (iii) all of the liabilities and obligations of Series 12 to the Trader under this Agreement, except by reason Agreement are expressly limited to the assets of Series 12 comprising the Allocated Assets. Without in any way limiting the generality of the Trust’s foregoing the Trader hereby waives any right to seek redress against any person, entity or Investment Adviser’s willful misfeasanceproperty (including the Onshore LLC, bad faiththe Portfolio, or gross negligence in the performance Fund, the Adviser and any of their dutiesrespective shareholder, members, partners, directors, officers, principals and affiliates) for amounts or by reason damages due or alleged to be due to the Trader from Series 12 arising out of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under relating to this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise Neither the Intercreditor Agent nor any of its officers, directors, employees or agents shall be required liable to any Secured Credit Party or any other Person for any action taken or omitted by the provisions of Intercreditor Agent under or in connection with this Agreement (including under Section 14)Agreement, the 1940 Act Related Collateral Agreements or the rules thereunder Collateral except to the extent caused by the Intercreditor Agent's gross negligence, bad faith or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, willful misconduct. The Intercreditor Agent shall not be liable for, or subject entitled to any damages, expenses, or losses in connection with, refrain from any act or omission connected with or arising out the taking of any services rendered under action (including the failure to take an action) in connection with this Agreement, except the Related Collateral Agreements or the Collateral or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until the Intercreditor Agent shall have received instructions in respect thereof in accordance with this Agreement, and upon such instruction, the Intercreditor Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) the Intercreditor Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely, and shall be protected in relying, on opinions and judgments of attorneys (who may be attorneys for the Company and the Affiliates of the Company), accountants, experts and other professional advisors selected by it and (ii) no Secured Credit Party shall have any right of action whatsoever against the Intercreditor Agent as a result of the Intercreditor Agent acting or (where so instructed) refraining from acting under this Agreement or any Related Collateral Agreement in its capacity as Intercreditor Agent to the extent authorized, permitted, required or instructed in accordance with the terms of this Agreement. Each Secured Lender shall, from time to time on demand by the Intercreditor Agent, indemnify the Intercreditor Agent, in proportion to its pro rata share of the aggregate amount of the Secured Obligations outstanding at such time, against any and all claims, costs, losses, expenses (including legal fees) and liabilities (collectively, "Losses"), which the Intercreditor Agent may incur, other than by reason of the Subadviser’s willful misfeasance, bad faith, or its own gross negligence or willful misconduct, in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreementacting in its capacity as Intercreditor Agent hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for if any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required Losses are incurred by the provisions of this Agreement (including under Section 14)Intercreditor Agent in taking actions pursuant to instructions issued by a Controlling Party, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviserissuance of such instructions constitutes gross negligence or willful misconduct, any affiliated person thereof, and each person, if any, who, within such Controlling Party shall bear the meaning of Section 15 full amount of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsindemnity provided herein.

Liability. The Issuer and the Trustee severally acknowledge to the Seller and agree that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserrepresentations and warranties in, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of Clause 8.2 shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, Issuer or gross negligence in the performance Trustee against any Mortgagee or any remedy whatsoever against any Mortgagee and the sole remedy of each of the Subadviser’s duties, or by reason of reckless disregard Issuer and the Trustee in respect thereof (with the exception of the Subadviser’s obligations representation and duties under this Agreement. Notwithstanding warranty in paragraph (gg) of Clause 8.2 to which the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation provisions of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser paragraph (d) below will apply) shall be liable for any damagesto take such action under Clause 8.6 as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in Clause 8.2 (but not paragraph (gg) thereof) shall entitle the Issuer or the Trustee to require the Seller to repurchase any Mortgage in accordance with Clause 8.6 or otherwise provided that Subadviser hires this paragraph (a) shall not limit the remedies available to the Issuer and/or the Trustee (or the exercise thereof) against the Seller if it, having become bound to repurchase a Mortgage in connection accordance with fulfilling Subadviser’s obligations under this Agreement.Clause 8.6, fails to do so; (b) Except as may otherwise be required by the provisions of this Agreement subject and without prejudice to paragraph (including under Section 14a), the 1940 Act no Mortgagee shall have any liability or the rules thereunder responsibility (whether, in either case, contractual, tortious or other applicable lawdelictual, the Subadviser agrees that the Trust and the Investment Adviser, express or implied) for any affiliated person thereof, and each person, if any, who, within the meaning loss or damage for or in respect of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable forany breach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected with in respect of, any of the obligations on the part of the Borrower under any Mortgage suffered by the Issuer or arising out of any services rendered under this Agreement, except the Trustee by reason of such breach, act or omission; (c) if, after the Trust’s Closing Date, the terms of any Mortgage are varied or Investment Adviser’s willful misfeasancewaived in any way with the consent of the Issuer and the Trustee (which shall include but not be limited to any rescheduling of the amounts secured by such Mortgage or renegotiation of such terms), bad faiththe Issuer and the Trustee shall be subject to, and bound by, such variation or gross negligence waiver and the Seller shall not have any obligation therefor or be in any way affected thereby; and (d) except in the performance case of their dutiesfraud, or by reason of reckless disregard no breach of the Trust’s representation and warranty in, nor any act or Investment Adviser’s obligations omission in respect of, the provisions of paragraph (gg) of Clause 8.2 shall give rise to any claim for damages on the part of the Issuer or the Trustee or any other person against the Seller or any right of action or remedy whatsoever against the Mortgagee and duties under no breach of, nor any act or omission in respect of, the representation and warranty in paragraph (gg) of Clause 8.2 shall entitle the Issuer or the Trustee or any other person to require the Seller to repurchase any Mortgage in accordance with Clause 8.6 or otherwise to any remedy against the Mortgagee or any other person but this Agreement. Notwithstanding paragraph (d) of Clause 14 is without prejudice to any obligation the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser Seller may have to repurchase any Individual Mortgage under federal or state securities lawsparagraph (c) of Clause 8.6.

Liability. (a) Except as may otherwise be required by the provisions Limitation of this Agreement Liability. IN NO EVENT SHALL FINSERVE AND THE OTHER COMPANIES IN ITS CORPORATE GROUP, PERSONS WHO ACT ON FINSERVE’S BEHALF, AND/OR THE PERSONS WE ENTER INTO CONTRACTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS TERMS, OUR SERVICES, OUR WEBSITES, DEVELOPER’S TOOLS OR OTHER ACTIONS OR OMMISSIONS INCLUDING: ANY LOSS OF PROFITS, GOODWILL, BUSINESS CONTRACTS, REVENUE OR ANTICIPATED SAVINGS EVEN IF FINSERVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSS OF PROFITS, GOODWILL, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS; OR ANY LOSS OR CORRUPTION OF DATA ANY LOSS OR DAMAGE WHATSOEVER WHICH DOES NOT STEM DIRECTLY FROM OUR BREACH OF THIS TERMS, OR Indemnification. Company will indemnify, defend, and hold harmless FINSERVE, its affiliates, employees, and agents from and against all liabilities, damages, and costs (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust settlement costs and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or reasonable attorneys' fees) arising out of a third party claim made against FINSERVE for (i) infringement, misappropriation, or other violation of any services rendered under intellectual property rights (including patent, copyright, trademark, or trade secret); (ii) Company’s breach of this AgreementTerms; (iii) Company’s Software or Company Content or Company’s other products, except services, software, or apps; (iv) Company’s failure to establish an adequate Company privacy policy as required by reason Section 6(c)(iii) or an adequate XXXX or other legal Terms as required by Section 6(d); (v) Company’s use of the Subadviser’s willful misfeasanceAPI, bad faithServices, or gross Software in breach of its Terms with an End User or in violation of applicable laws; (vi) Company’s failure to implement adequate security requirements or a breach of security; (vii) Company’s negligence in or willful misconduct; (viii) bodily injury, including death, and/or damage to tangible personal property caused by the performance of the SubadviserSoftware or Company Content or Company’s dutiesother products, services, software, or by reason apps; and (ix) Company’s breach of reckless disregard of the Subadviserits confidentiality obligations. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS TERMS AND CONDITIONS, FINSERVE DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE FINSERVE APIs, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. THE FINSERVE WEBSITE AND APIs ARE PROVIDED ‘AS-IS’ AND FINSERVE MAKES NO WARRANTY THAT OUR APIs WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. FINSERVE DOES NOT HAVE ANY CONTROL OF, OR LIABILITY FOR, THE PRODUCTS OR SERVICES PURCHASED USING THE MERCHANT’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementAPIs. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, 9.1 Membrana shall not be liable forfor representations made during contract negotiations, including without limitation, for incorrect advice given to EIR or subject NxStage during such negotiations. 9.2 If Membrana gives technical advice to EIR or NxStage without respect to the processing or treatment of bundles, it is agreed that such advice is given without any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding liability on Membrana. 9.3 Without limiting the foregoing, nothing contained in this Agreement Membrana shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall not be liable for minor violations of the Agreement which do not result in material harm to EIR or NxStage or physical injury to a person (it being specifically understood without limitation that the delivery of out-of-Specification bundles shall not constitute a minor violation of the Agreement), unless such minor violations are the result of Membrana's or its agents' or affiliates' gross negligence or willful misconduct. 9.4 In no event shall either party be liable to the other party under this Agreement for any damagesconsequential, expensesincidental, special or losses in connection with any act or omission other indirect damages arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. 9.5 Each party (b"the Indemnifying Party") Except as may otherwise be required by agrees to indemnify and hold the provisions of this Agreement other party (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust party and its affiliates and the Investment Adviserofficers, any affiliated person thereof, employees and each person, if any, who, within the meaning of Section 15 directors of the 1933 Actother party and its affiliates, controls collectively hereinafter referred to as the Trust or Investment Adviser"Indemnified Party") harmless from any and all third party claims, shall not be liable for, or subject to any damages, expensescosts and expenses that may be claimed or asserted against the Indemnified Party, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason the negligence of the Trust’s or Investment Adviser’s willful misfeasanceIndemnifying Party in performing its obligations hereunder, bad faiththe breach of the Indemnifying Party of any terms hereunder, or gross negligence in the performance supply of their duties, a defective product or component by reason of reckless disregard the Indemnifying Party hereunder. The obligation of the Trust’s or Investment Adviser’s obligations Indemnifying Party to indemnify the Indemnified Party pursuant to this Section shall be conditioned upon the Indemnified Party giving reasonably prompt notice of any such claim for indemnification to the Indemnifying Party, and duties under this Agreement. Notwithstanding giving the foregoingIndemnifying Party authority to conduct the defense of any action; provided, nothing contained in this Agreement shall constitute a waiver or limitation of rights however, that the Subadviser Indemnified Party may have under federal or state securities lawsretain additional counsel at its own expense and participate in any such litigation.

Liability. (a) Except as In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub- Adviser, the Sub-Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in the course of or in connection with rendering services hereunder or for any losses that may otherwise be required sustained in the purchase, holding or sale of any security by the provisions of this Agreement Fund. (including under Section 14)b) The Sub-Adviser agrees to indemnify and hold harmless, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserAdviser, any affiliated person within the meaning of Section 2(a)(3) of the Subadviser1940 Act ("affiliated person") of the Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Adviser (collectively, "Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which an Adviser Indemnified Person may become subject under the 1933 Act, controls the Subadviser1940 Act, shall not be liable for, or subject to any damages, expenses, or losses in connection withthe Advisers Act, any act other statute, at common law or omission connected with or otherwise, arising out of the Sub-Adviser's responsibilities to the Fund which (i) may be based upon any services rendered under this Agreementgross negligence or willful misconduct by the Sub-Adviser, except any of its employees or representatives, or any affiliate of or any person acting on behalf of the Sub-Adviser (other than a Sub-Adviser Indemnified Person), or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement covering the shares of the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Adviser, the Trust, or any affiliated person of the Adviser or Trust by the Sub-Adviser or any affiliated person of the Sub-Adviser (other than a Sub-Adviser Indemnified Person); provided, however, that in no case is the Sub-Adviser's indemnity in favor of Adviser Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, his or her duties or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Except as may otherwise be required by The Adviser agrees to indemnify and hold harmless the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Sub-Adviser, any affiliated person thereofof the Sub-Adviser and any controlling person of the Sub- Adviser (collectively, "Sub-Adviser Indemnified Persons") against any and each personall losses, if anyclaims, whodamages, within the meaning of Section 15 of liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, controls the 1940 Act, the Advisers Act, any other statute, at common law or otherwise, arising out of the Adviser's responsibilities as adviser of the Fund which (i) may be based upon any gross negligence or willful misconduct by the Adviser, any of its employees or representatives or any affiliate of or person acting on behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement covering shares of the Trust or Investment the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Sub-Adviser, shall not the Trust or any affiliated person of the Sub-Adviser or Trust by an Adviser or any affiliated person of the Adviser (other than an Adviser Indemnified Person); provided, however, that in no case is the Adviser's indemnity in favor of Sub-Adviser Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, his or her duties or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. . (d) Notwithstanding the foregoing, nothing contained the Sub-Adviser agrees to reimburse the Fund for any and all costs, expenses, and counsel and Trustees' fees reasonably incurred by the Fund in connection with (i) preparation, printing and distribution of proxy statements, (ii) amendments to its Registration Statement, (iii) the holding of meetings of shareholders or Trustees, (iv) the conduct of factual investigations, or (v) any legal or administrative proceedings (including any applications for exemptions or determinations by the SEC) which the Fund incur as a result of action or inaction on the part of the Sub-Adviser; and where the action or inaction necessitating such expenditures is (A) directly or indirectly related to any transactions or proposed transaction in the shares or control of the Sub-Adviser (or litigation related to any transactions or proposed transaction involving such shares or control) which shall have been undertaken without the prior express approval of the Trustees, or (B) within the sole control of the Sub-Adviser or any of their respective officers, directors, employees or shareholders. So long as this Agreement remains in effect, the Sub- Adviser shall pay to the Fund the amount due for expenses subject to this Subparagraph 14(b) within thirty (30) days after a xxxx or statement has been received by the Fund therefor. This provision shall not be deemed to be a waiver of any claim which the Fund may have or may assert against the Sub-Adviser or others for costs, expenses, or damages heretofore incurred by the Trust or for costs, expenses, or damages the Fund may hereafter incur which are not reimbursable to it hereunder. The foregoing reimbursement will not be required with respect to portfolio management and related duties described in this Agreement, so long as the Sub-Adviser uses its best judgement and efforts in performing its duties. (e) No provision of this Agreement shall constitute a waiver be construed to protect any Trustee or officer of the Fund, or any director or officer of the Adviser or Sub-Adviser from liability in violation of Sections 17(h) and (i) of the 1940 Act. (f) The Sub-Adviser understands that the obligations of this Agreement are not personally binding upon any shareholder, Trustee, officer, employee or agent of the Fund, but bind only the Trust's property. The Sub-Adviser represents that it has notice of the provisions of the Agreement and Declaration of Trust of the Trust disclaiming shareholder, Trustee, officer, employee and agent liability for acts or obligations of the Trust. (g) The Adviser is hereby expressly put on notice of the limitation of rights liability as set forth in the Agreement and Declaration of Trust of the Sub- Adviser and agrees that the Subadviser may have under federal obligations assumed by the Sub-Adviser pursuant to this Agreement will be limited in any case to the Sub-Adviser and its assets and the Adviser shall not seek satisfaction of any such obligations from the shareholders of the Sub-Adviser, the trustees of the Sub-Adviser, officers, employees or state securities lawsagents of the Sub-Adviser, or any of them. (h) The Adviser hereby acknowledges that the Sub-Adviser is not responsible for pricing the portfolio securities, and that the Adviser and Sub- Adviser will rely on the pricing agent chosen by the Trustees for prices of securities, for any purpose.

Liability. Notwithstanding any provision to the contrary in this Agreement, Note A, Note B, Note C, or the Loan Documents and except as otherwise provided for below, the liability of the Borrowers under the Loan Documents shall be limited to the interest of the Borrowers in the Premises and the Rents. In the event of foreclosure of the liens evidenced by the Loan Documents, no judgment for any deficiency upon the Indebtedness evidenced by the Loan Documents shall be sought or obtained by Lender against the Borrowers. Nothing herein shall in any manner limit or impair (i) the lien or enforcement of the Loan Documents pursuant to the terms thereof or (ii) the obligations of any indemnitor or guarantor, if any. Notwithstanding any provision hereinabove to the contrary, the Borrowers shall be personally liable to Lender for: (a) Except as may otherwise be required by any loss or damage to Lender arising from (i) the sale or forfeiture of the Premises resulting from the Borrowers' failure to pay any of the taxes or (ii) the Borrowers' failure to insure the Premises in compliance with the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement.Loan Documents; (b) Except environmental loss or damage; (c) nonpayment of taxes, insurance premiums and utilities for the Premises and any penalty or late charge associated with nonpayment thereof; (d) material failure to manage, operate, and maintain the Premises in a commercially reasonable manner for similar property types in the surrounding geographic area: (e) any sums paid by Lender in fulfilling the obligations of the Borrowers as may otherwise be required lessor under any Lease of the Premises prior to a sale of the Premises pursuant to foreclosure or power of sale, a bona fide sale (permitted by the provisions terms of paragraphs 2(f) and 2(m) of the Mortgage (it being agreed that "Mortgage" as used herein shall be construed to mean "mortgage" or "deed of trust" or "trust deed" as the context so requires) or consented to in writing by Lender) to an unrelated third party or upon conveyance to Lender of the Premises by a deed acceptable to Lender in form and content (each of which shall be referred to as a "Sale" for purposes of this Agreement (including under Section 14), the 1940 Act paragraph) or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 expended by Lender after a Sale of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason Premises for obligations of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard Borrowers which arose prior to a Sale of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.Premises;

Liability. In performing any of its duties under this Agreement, or --------- upon the claimed failure to perform its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which they may incur as a result of the Escrow Agent so acting, or failing to act; provided, however, that Escrow Agent shall be liable for damages arising out of its willful misconduct or gross negligence under this Agreement. The parties hereto jointly and severally agree that in the event any controversy arises under or in connection with this Agreement or the Escrow Shares, or the Escrow Agent is made a party to or intervenes in any litigation pertaining to this Agreement or the Escrow Shares, to pay to the Escrow Agent reasonable compensation for its extraordinary services and to reimburse the Escrow Agent for all cost and expenses associated with such controversy or litigation, including, but not limited to, legal fees and expenses. Accordingly, the Escrow Agent shall not incur any such liability with respect to (ai) Except any action taken or omitted to be taken in good faith upon advice of its counsel or counsel for WebMD or Nationwide given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as may otherwise to its due execution and to the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be required genuine, to have been signed or presented by the purported proper person or persons and to conform with the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding Written instructions provided to Escrow Agent hereunder by WebMD and/or Nationwide shall be signed by the foregoing, nothing contained in this Agreement shall constitute a waiver or "Authorized Representative" as identified on Schedule 1 ---------- attached hereto. The limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the liability provisions of this Section 6.1 shall survive the termination of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 resignation or removal (or effective resignation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject Escrow Agent pursuant to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason Section 2.3 hereof) of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsEscrow Agent.

Liability. (ai) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the Exercise Price or the number and/or kind of shares issuable upon the exercise of a waiver Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the owners or holders of the Warrants, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Any liability of the Warrant Agent under this Agreement shall be limited to the amount of annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 8.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 8.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the 1940 Act or the rules thereunder or other applicable lawWarrant Agent, the Subadviser agrees that the Trust and the Investment Advisermay, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties parties, including Sub-Subadviser, that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement to the same extent that Subadviser would be liable for such damages, expenses or losses under this Section 14 and Section 15 if the Subadviser had performed such act or omission directly. In no event will the Subadviser or its affiliates have any responsibility for (i) any other fund of the Trust, for any portion of the Funds not managed by the Subadviser, or for the acts or omissions of any other sub-investment adviser not appointed by the Subadviser to the Trust or Funds; (ii) any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer or other trading facility with respect to the Funds; provided, however, that Subadviser will be responsible for the acts and omissions of a broker or dealer or other trading facility selected by Subadviser if Subadviser’s selection or supervision of such broker or dealer or other trading facility constitutes willful misfeasance, bad faith, or gross negligence in the performance of Subadviser’s duties or reckless disregard of Subadviser’s obligations and duties under this Agreement. In addition, in no event will the Subadviser or its affiliates have any responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from Investment Adviser or any authorized representative thereof, and Investment Adviser agrees to indemnify Subadviser and hold it harmless from any losses or liabilities incurred as a result of Subadviser acting in good faith on the basis of such instructions. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except Each Party warrants that as may otherwise of the Effective Date hereof it has the right to deliver its respective patents and know-how for licensing to the other Party hereunder and to a Third Party as part of a sublicense and shall indemnify, defend and hold the other Party and its Indemnitees harmless against any breach of such warranty and any claims arising out of its actions or failure to act under this Agreement. For this indemnity to be required by effective, the Party requesting indemnification must provide to the indemnifying Party timely knowledge of any such claim and the full opportunity to defend against such claim. EACH PARTY RECOGNIZES THAT THE LICENSED PATENTS AND KNOW-HOW ARE SUPPLIED “AS IS” AND ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. EACH PARTY ACKNOWLEDGES THAT THE NEW THERAPEUTIC APPLICATIONS FOR ELTOPRAZINE ARE UNPROVEN, THAT IT MAY FAIL PRE-CLINICAL OR CLINICAL DEVELOPMENT, MAY NOT SUCCEED IN THE MARKETPLACE AND THAT THE COMBINED INTELLECTUAL PROPERTY PACKAGE MAY BE UNLICENSABLE OR MAY NOT PROTECT LICENSED PRODUCTS IN THE MARKETPLACE AND THAT THE TERMS OF ANY LICENSE TO A THIRD PARTY MAY DEVIATE SUBSTANTIALLY FROM THOSE WHICH MAY BE ANTICIPATED BY THE PARTIES. PGI MAKES NO WARRANTY THAT THE LICENSED PATENTS COMPRISE ALL THE PATENTS THAT MAY BE NEEDED REGARDING ANY LICENSED PRODUCT, ITS MANUFACTURE OR USE FOR ANY PARTICULAR INDICATION. Amarantus recognizes that a breach of the provisions of this Agreement (including under Section 14), the 1940 Act or respective licenses to the rules thereunder or other applicable law, the Trust Solvay Licensed Patents and the Investment Adviser agree that the Subadviser, any affiliated person Veteran’s Administration Licensed Patents by Amarantus as sublicensee could result in loss of the Subadviserrespective Licensed Patents or rights to use related data. Each Party agrees that neither Party shall have any liability to the other for special, consequential or punitive damages or for lost profits. Notwithstanding anything herein to the contrary, neither Party shall have any liability to the other in excess of any amount it has received or paid under this Agreement. 10.1 Amarantus shall defend, indemnify and hold PGI, Solvay, and each personthe VA, if anyits employees, whostudents, within the meaning of Section 15 of the 1933 Actfellows, controls the Subadviseragents, shall not be liable forand consultants harmless from and against all liability, or subject to any demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or losses property damage resulting from Third Party claims in connection withwith or arising out of: (a) the use by or on behalf of Amarantus, its Sublicensees, directors, employees, or Third Parties of any act Licensed Patents or omission connected PGI Know-How; or (b) the design, development, testing, manufacture, distribution, or use of any Licensed Products, processes or materials by Amarantus, or other products or processes developed in connection with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementLicensed Patents. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) The Investment Adviser and the Trust’s Board of Trustees understand that the value of investments made can rise or fall and that investment decisions will not always be profitable. The Subadviser makes no guarantees as to performance hereunder. They also understand that investment decisions made on behalf of the Fund by the Subadviser are subject to various market and business risks. (c) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.