Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Property ManagerFund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or liabilities arising therefrom, are based upon any untrue statement or alleged untrue statement of a material fact contained in the absence Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of criminal wrongdoingthe Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”) or arise out of, willful misfeasance or gross negligence on are based upon, the part of such Managing Party, omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any tax liability imposed on the Company or the Assetarise out of, or (iii) are based upon, any losses due to the actions or omissions breach of the Company representations, warranties or any brokers or other current or former agents or advisers covenants of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid Fund contained in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement; provided, except however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any such Loss results solely from untrue statement, alleged untrue statement, or omission or alleged omission made in the acts or omissions of a Managing Party that have been determined in a finalRegistration Statement, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 the Prospectus or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred Blue Sky Application with respect to the full extent permitted by Fund in reliance upon and in conformity with any applicable portion Agent Provided Information, or arising out of this Section that shall not have been invalidatedthe failure of the Distributor or any sub-placement agent to deliver a current Prospectus. (c) The Property Manager gives no warranty Distributor will indemnify and hold harmless the Fund and its several officers and trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the performance Fund or profitability any of its several officers by or on behalf of the Asset Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, trustees and such controlling persons for any legal or as other expenses reasonably incurred by any of them in investigating, defending or preparing to the performance of defend any third party engaged by the Property Manager hereundersuch action, proceeding or claim. (d) An indemnified person under this Section 8 (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a “Claim”), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Property Manager may rely upon Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person at the expense of the Company Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or other person reasonably believed (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the Property Manager to same counsel would be authorized to give or sign the same inappropriate under applicable standards of professional conduct (whether or not such representation by the authority same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (f) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law. (g) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party, on the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8(g). No person is then effectiveguilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement against any loss, claim, liability, expense or damage arising by reason of such person’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of such person’s reckless disregard of such person’s obligations and duties thereunder. (i) The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, trustees or officers or any person (including each officer or trustee of such person) who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Distributor, its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. (j) IN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliatesAffiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. For purposes of this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #TICKER Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None The Distributor retains the general rights and responsibilities associated with its employment of the Property ManagerDistribution Services Personnel. This Agreement does not contemplate that any individuals become Distribution Services Personnel, or become registered with the Distributor, who are not employed by the Distributor and its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable lawSubject to Section 7(a), the Company will Distributor shall not be liable to the Adviser or the Funds for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees) of its obligations and duties under this Agreement or the Distribution Agreement. As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Distribution Agreement, the Adviser shall indemnify and hold harmless the Property Manager Distributor and its Managing Parties employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, liabilitiescosts, judgments, costs charges and expenses (including, without limitation, reasonable attorneys’ counsel fees and disbursements) and amounts paid incurred in settlement connection therewith (collectively, “"Losses”") to which such person may become subject in connection with any matter arising out of or in connection with related to the arrangement contemplated under this Agreement and/or the Distribution Agreement, including but not limited to all activities, actions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, except to the extent that any such Loss results solely Losses result from (i) the acts Distributor's general responsibilities as employer of Distribution Services Personnel, or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud(ii) the bad faith, willful misconduct misfeasance, gross negligence or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged reckless disregard by the Property Manager hereunderDistributor of its express obligations and duties hereunder and/or the Distribution Agreement. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest full extent permitted by applicable law, the Company will indemnify the Property Manager Adviser (and its Managing Parties officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts reasonably paid in settlement settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (collectively, “Losses”including an action or suit by or in the right of the Company or its security holders) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to otherwise based upon the performance of any third party engaged by of the Property Manager hereunder. (d) The Property Manager may rely upon and Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be protected deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in acting or refraining from action upon any instruction from, or document signed byrespect of, any authorized person of liability to the Company or other person reasonably believed its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the Property Manager to SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be authorized to give so limited or sign the same whether or not the authority of such person is then effectivewaived in accordance with applicable law.

Limitation of Liability; Indemnification. (a) None The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from material breach or reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Property ManagerFund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or liabilities arising therefrom, are based upon any untrue statement or alleged untrue statement of a material fact contained in the absence Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of criminal wrongdoingthe Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”) or arise out of, willful misfeasance or gross negligence on are based upon, the part of such Managing Party, omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any tax liability imposed on the Company or the Assetarise out of, or (iii) are based upon, any losses due to the actions or omissions material breach of the Company representations, warranties or any brokers or other current or former agents or advisers covenants of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid Fund contained in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement; provided, except however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any such Loss results solely from untrue statement, alleged untrue statement, or omission or alleged omission made in the acts or omissions of a Managing Party that have been determined in a finalRegistration Statement, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 the Prospectus or any portion hereof shall be invalidated on Blue Sky Application with respect to the Fund in reliance upon and in conformity with any ground by Agent Provided Information, or arising out of the failure of the Distributor or any sub-placement agent to deliver a court of competent jurisdictioncurrent Prospectus. Notwithstanding anything in this Agreement to the contrary, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that Fund shall not have been invalidatedbe liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (c) The Property Manager gives no warranty Distributor will indemnify, defend and hold harmless the Fund and its several officers and trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the performance Fund or profitability any of its several officers by or on behalf of the Asset Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, trustees and such controlling persons for any legal or as other expenses reasonably incurred by any of them in investigating, defending or preparing to the performance of defend any third party engaged by the Property Manager hereundersuch action, proceeding or claim. (d) An indemnified person under this Section 8 (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a “Claim”), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Property Manager may rely upon Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person at the expense of the Company Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or other person reasonably believed (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the Property Manager to same counsel would be authorized to give or sign the same inappropriate under applicable standards of professional conduct (whether or not such representation by the authority same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (f) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law. (g) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party, on the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8(g). No person is then effectiveguilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement against any loss, claim, liability, expense or damage arising by reason of such person’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of such person’s material breach or reckless disregard of such person’s obligations and duties thereunder. (i) The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, trustees or officers or any person (including each officer or trustee of such person) who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Distributor, its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. (j) IN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. (a) None The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Property ManagerFund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or liabilities arising therefrom, are based upon any untrue statement or alleged untrue statement of a material fact contained in the absence Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of criminal wrongdoingthe Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application") or arise out of, willful misfeasance or gross negligence on are based upon, the part of such Managing Party, omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) arise out of, or are based upon, any tax breach of the representations, warranties or covenants of the Fund contained in this Agreement; provided, however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability imposed arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky Application with respect to the Fund in reliance upon and in conformity with any information furnished in writing by the Distributor, or on the Company Distributor's behalf, to the Fund expressly for use in the Registration Statement or the AssetProspectus, or (iii) any losses due to the actions or omissions arising out of the Company or any brokers or other current or former agents or advisers failure of the CompanyDistributor to deliver a current Prospectus. (bc) To the fullest extent permitted by applicable law, the Company The Distributor will indemnify and hold harmless the Property Manager Fund and its Managing Parties several officers and Directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any and all losses, damagesclaims, damages or liabilities, judgmentsjoint or several, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in connection respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund or any matter arising out of its several officers by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, Directors and such controlling persons for any legal or other expenses reasonably incurred by any of them in connection with this Agreementinvestigating, defending or preparing to defend any such action, proceeding or claim. (d) At the request and direction of the Fund, the Distributor enters into Sub-Placement Agent Agreements. The Distributor will not be obligated to make payments to any such Sub-Placement Agent unless the Distributor has received an authorized payment from the Fund. In addition, to the extent that the Distributor is requested or required by the Fund to enter into Sub-Placement Agent Agreements, the Distributor and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“Distributor Associates”) shall not be liable to the Fund for any action or inaction of any Distributor Associate except to the extent that any such Loss results solely from the acts or omissions of direct Losses1 finally determined by a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal court of competent jurisdiction to have resulted primarily solely from such Managing Party’s fraudthe gross negligence, willful misconduct or gross negligencefraud of the Distributor in the performance of the Distributor’s duties, obligations, representations, warranties or indemnities under a Sub-Placement Agent Agreement. If Under no circumstances shall Distributor Associates be liable for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. The Fund shall indemnify, defend and hold harmless Distributor Associates from and against Losses (including legal fees and costs to enforce this provision) that Distributor Associates suffer, incur, or pay as a result of any third-party claim or claim among the parties arising out of the subject matter of or otherwise in any way related to a Sub-Placement Agent Agreement (“Claims”). Any expenses (including legal fees and costs) incurred by Distributor Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Fund on a quarterly basis prior to the final disposition of such matter upon receipt by the Fund of an undertaking by the Distributor to repay such amount if it shall be determined that a Distributor Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall constitute a waiver by the Fund of any of its legal rights available under U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. (e) An indemnified person under this Section 5 8 (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a "Claim"), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any portion hereof delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (f) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be invalidated on at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any ground such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by a court its counsel that representation of competent jurisdiction, such Indemnified Party and Indemnifying Party by the Company shall nevertheless indemnify same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the Managing same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party for any Losses incurred to and the full extent permitted by any applicable portion of this Section that Indemnified Party (in which case the Indemnifying Party shall not have been invalidatedthe right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. 1 As used in this paragraph, the term “Losses” means any and all compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced or other damages, settlement payments, attorneys’ fees, costs, damages, charges, expenses, interest, applicable taxes or other losses of any kind. (cg) The Property Manager gives With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and shall have no warranty further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the performance Indemnified Party under applicable law. (h) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or profitability insufficient to hold an Indemnified Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Asset Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party, on the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8(g). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (i) Notwithstanding any other provisions in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement against any loss, claim, liability, expense or damage arising by reason of such person's willful misfeasance, bad faith or gross negligence in the performance of any third party engaged its duties hereunder or by the Property Manager hereunderreason of such person's reckless disregard of such person's obligations and duties thereunder. (dj) The Property Manager may rely upon indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, Directors or officers or any person (including each officer or Director of such person) who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Distributor, its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall be protected in acting survive any termination of this Agreement or refraining from action upon any instruction from, or document signed by, any authorized person the issuance and delivery of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectiveShares. (k) IN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest full extent permitted by applicable law, the Company will indemnify the Property Manager Adviser (and its Managing Parties officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Fund shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts reasonably paid in settlement settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (collectively, “Losses”including an action or suit by or in the right of the Fund or its security holders) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to otherwise based upon the performance of any third party engaged of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the Property Manager hereunder. (d) The Property Manager may rely upon and SEC or its staff thereunder). Nothing in this Agreement shall be protected in acting any way constitute a waiver or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed limitation by the Property Manager to Fund of any rights or remedies which may not be authorized to give so limited or sign the same whether or not the authority of such person is then effectivewaived in accordance with applicable law.

Limitation of Liability; Indemnification. (ai) None Each party acknowledges and agrees that the obligations of the Property Manager, its affiliates, other party hereunder are exclusively the obligations of such other party and are not guaranteed directly or any of their respective directorsindirectly by such other party’s shareholders, members, stockholdersmanagers, partnersofficers, directors, agents or any other person. Except as otherwise specifically set forth in the Master Transaction Agreement, and subject to the terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or causes of action for damages, injuries or losses sustained by any party as a result of the other party’s action or inaction. (ii) Notwithstanding (A) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedule to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not subject the Provider, any of its Affiliates or their respective members, shareholders, managers, directors, officers, employees or controlling persons (collectivelyagents to any liability whatsoever, “Managing Parties”) shall be liable to except as directly caused by the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence or willful misconduct on the part of the Provider or any of its members, shareholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result of such Managing Partygross negligence or willful misconduct will be limited to an amount not to exceed the lesser of (i) the price paid for the particular Service, (ii) any tax liability imposed on the Company Recipient’s or its Affiliate’s cost of performing the Asset, Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any losses due such alternatives to the actions or omissions Services by selecting the most cost effective alternatives which provide the functional equivalent of the Company or any brokers or other current or former agents or advisers of the CompanyServices replaced. (biii) To NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 5(b)(ii) AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 5(b)(iii). (iv) The Recipient agrees to indemnify and hold harmless the fullest extent permitted by applicable lawProvider, the Company Provider or its Affiliates and their respective members, shareholders, managers, directors, officers, employees and agents with respect to any claims or liabilities (including reasonable attorneys’ fees) (“Claims”), which may be asserted or imposed against the Provider or such persons by a third party who is not an affiliate of either party, as a result of (A) the provision of the Services pursuant to this Agreement, or (B) the material breach by the Recipient of a third-party agreement that causes or constitutes a material breach of such agreement by the Provider, except (with respect to both of the foregoing) for any claims which are directly caused by the gross negligence or willful misconduct of the Provider or such persons. Each party as indemnitee (“Indemnitee”) will indemnify give the Property Manager and other party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall have the right to defend, contest, settle or compromise such Claim in the exercise of its Managing Parties against any reasonable judgment and all losses, damages, liabilities, judgments, costs and expenses of such defense, contest, settlement or compromise (including, without limitation, including reasonable outside attorneys’ fees and disbursementsexpenses) and amounts paid in settlement (collectively, “Losses”) will be reimbursed to which such person may become subject in connection with any matter arising out Indemnitee by Indemnitor. Upon assumption of or in connection with this Agreement, except to the extent that defense of any such Loss results solely from Claim, Indemnitor will, at its own cost and expense, select legal counsel, conduct and control the acts defense and settlement of any suit or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Partyaction which is covered by Indemnitor’s fraud, willful misconduct or gross negligenceindemnity. If this Section 5 or any portion hereof Indemnitee shall be invalidated on any ground render all cooperation and assistance reasonably requested by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability Indemnitor and Indemnitor will keep Indemnitee fully apprised of the Asset or as to the performance status of any third party engaged Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the Property Manager defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. (d) The Property Manager may rely upon and . Unless Indemnitee waives the indemnity hereunder, in no event shall be protected in acting or refraining from action upon any instruction fromIndemnitee, or document signed by, any authorized person as part of the Company settlement of any claim or other person reasonably believed proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the Property Manager consent of the Indemnitor (such consent not to be authorized to give unreasonably withheld or sign the same whether or not the authority of such person is then effectivedelayed).

Limitation of Liability; Indemnification. (a) None The Investment Manager does not guarantee the future performance of the Property Account or any specific level of performance, the success of any investment decision or strategy that the Investment Manager may use or the success of the Investment Manager’s overall management of the Account. The Investment Manager does not provide any express or implied warranty as to the performance or profitability of the Account or any part thereof or that any specific investment objectives will be successfully met. The Company understands that investment decisions made by the Investment Manager on behalf of the Account are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. (b) The Investment Manager, its affiliates, any affiliate of the Investment Manager or any member, partner, shareholder, principal, director, officer, employee or agent of their respective directorsthe Investment Manager or any such affiliate (each, members, stockholders, partners, officers, employees or controlling persons (collectively, an “Managing PartiesInvestment Manager Party”) shall not be liable to the Company for any loss, liability or damage (“Losses”) resulting from: (i) any act or omission performed (including any such acts or failed omissions deemed to be performed by constitute willful misconduct, negligence or bad faith) of any Managing Party independent representative, consultant, independent contractor, broker, agent or other person (other than any criminal wrongdoingSub-Manager) arising from who is selected, engaged or retained by the exercise Investment Manager in connection with the performance of ministerial services, without investment management discretion, under this Agreement, unless such Managing Party’s rights person was selected, engaged or obligations hereunder, retained by the Investment Manager in a grossly negligent manner or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, bad faith; (ii) any tax liability imposed on the Company act or the Asset, failure to act by any Custodian or any other third party (other than any Sub-Manager); (iii) the failure by the Investment Manager or any losses due Sub-Manager to adhere to any limitations or restrictions contained in the Investment Guidelines as a result of changes in market value, additions to or withdrawals from the Account, portfolio rebalancing or other non-volitional acts of the Investment Manager or any Sub-Manager; or (iv) any act or omission by the Investment Manager or any Sub-Manager in connection with the performance of its services under this Agreement, except in cases of willful misconduct, gross negligence, bad faith or reckless disregard by the Investment Manager or such Sub-Manager of the obligations and duties of the Investment Manager under this Agreement. The Investment Manager shall have no liability for any Losses suffered, and shall be fully indemnified by the Company for any Losses it may suffer, as the result of any actions it takes or omissions any actions it does not take based on instructions received from any of the authorized persons of the Company reasonably believed by the Investment Manager to be genuine. The Investment Manager may consult with legal counsel at its cost and expense concerning any question which may arise with reference to this Agreement or its duties hereunder. (c) The Investment Manager shall indemnify, defend, hold and save harmless the Company, any affiliate of the Company or any brokers member, partner, shareholder, principal, director, officer, employee or other current or former agents or advisers agent of the Company. Company or any such affiliate (beach, a “Company Party”) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgmentsLosses, costs and expenses (including, without limitation, any interest, penalties and reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject incurred in connection with the defense of Proceedings) to the extent arising from: (i) any matter arising out inaccuracy in or breach of the representations and warranties made by the Investment Manager contained in Section 8(b) of this Agreement, (ii) any breach or failure by the Investment Manager to perform any of its covenants or obligations contained in this Agreement, (iii) any act or omission by the Investment Manager deemed to constitute a breach of the standard of care set forth in Section 1 of this Agreement or (iv) any bad faith, willful misfeasance, gross negligence or reckless disregard of duties in connection with the performance by Investment Manager, its officers, agents and employees of its obligations under this Agreement, except . The Investment Manager will provide written notice to the extent Company promptly if the Investment Manager identifies any matter that any such Loss results solely from the acts is or omissions of a Managing Party that have been determined is reasonably likely to result in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion breach of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunderAgreement. (d) The Property Manager may rely upon federal and shall be protected state securities laws impose liabilities under certain circumstances on persons who act in acting good faith, and therefore nothing in this Agreement will waive or refraining from action upon limit any instruction from, or document signed by, any authorized person of rights that the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectivemay have under those laws.

Limitation of Liability; Indemnification. (a) None of To the Property fullest extent permitted by law, the Investment Manager, its affiliates, or any of members and their respective directorsofficers, members, stockholdersmanagers, partners, officersagents, employees or employees, controlling persons persons, members and any other person affiliated with any of them (collectively, the “Managing Indemnified Parties”) ), shall not be liable to the Company for (i) any act action taken or omission performed or failed omitted to be performed taken by the Investment Manager in connection with the performance of any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights its duties or obligations hereunder, under this Agreement or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers otherwise as an investment adviser of the Company. , except as otherwise provided herein or to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (bas the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services. To the fullest extent permitted by applicable law, the Company will indemnify shall indemnify, defend and protect the Property Manager Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and its Managing Parties hold them harmless from and against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts reasonably paid in settlement settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (collectively, “Losses”including an action or suit by or in the right of the Company or its security holders) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to otherwise based upon the performance of any third party engaged by of the Property Manager hereunder. (dInvestment Manager’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the foregoing provisions of this Section 6.1 to the contrary and in accordance with Section 17(i) The Property Manager may rely upon and of the Investment Company Act, nothing contained herein shall protect or be protected deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in acting or refraining from action upon any instruction from, or document signed byrespect of, any authorized person of liability to the Company or other person reasonably believed its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the Property Manager to be authorized to give performance of any Indemnified Party’s duties or sign by reason of the reckless disregard of the Investment Manager’s duties and obligations under this Agreement (as the same whether or not shall be determined in accordance with the authority of such person is then effectiveInvestment Company Act).

Limitation of Liability; Indemnification. (a) None To the maximum extent permitted under the Act and other applicable law, no Member, Director or Officer shall be personally liable for any debt, obligation or liability of the Property ManagerCompany merely by reason of being a Member, its affiliatesDirector or Officer. Furthermore, no Director or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) Officer shall be personally liable to the Company or its Members for monetary damages for a breach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the liability of a Director or Officer for any of the following: (i) any breach of the duty of loyalty to the Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or (iii) a transaction from which the Director or Officer derived an improper personal benefit or a wrongful distribution in violation of Section 807 of the Act. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any act or omission performed or failed omitted to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights Director or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefromOfficer, in connection with the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers business of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which incurred by such person may become subject Director in connection with the defense of any matter arising out of or in connection with this Agreement, except to the extent that action based on any such Loss results solely from act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the acts or omissions maximum extent permitted under the Act and other applicable law, in the event of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground action by a court of competent jurisdictionUnit Holder against any Director or Officer, including a derivative suit, the Company shall nevertheless indemnify indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Director or Officer, including reasonable attorneys’ fees incurred in the Managing Party for any Losses incurred defense of such action. Notwithstanding the foregoing provisions, no Director or Officer shall be indemnified by the Company to the full extent permitted prohibited or limited by any applicable portion of this Section that shall not have been invalidated. (c) the Act. The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance Company may purchase and maintain insurance on behalf of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected Director or Officer in acting his or refraining from action upon her official capacity against any instruction fromliability described in this Section, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of Company would otherwise be required to indemnify such person is then effectiveDirector or Officer against such liability.

Limitation of Liability; Indemnification. (a) None Each party acknowledges and agrees that the obligations of the Property Manager, its affiliates, other party hereunder are exclusively the obligations of such other party and are not guaranteed directly or any of their respective directorsindirectly by such other party’s shareholders, members, stockholdersmanagers, partnersofficers, directors, agents or any other person. Except as otherwise specifically set forth in the Master Transaction Agreement, and subject to the terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or causes of action for damages, injuries or losses sustained by any party as a result of the other party’s action or inaction. (b) Notwithstanding (A) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedule to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not subject the Provider, any of its Affiliates or their respective members, shareholders, managers, directors, officers, employees or controlling persons (collectivelyagents to any liability whatsoever, “Managing Parties”) shall be liable to except as directly caused by the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence or willful misconduct on the part of the Provider or any of its members, shareholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result of such Managing Partygross negligence or willful misconduct will be limited to an amount not to exceed the lesser of (i) the price paid for the particular Service, (ii) any tax liability imposed on the Company Recipient’s or its Affiliate’s cost of performing the Asset, Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any losses due such alternatives to the actions or omissions Services by selecting the most cost effective alternatives which provide the functional equivalent of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedServices replaced. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunderNOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN Section 5.2(b) AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS Section 5.2(c). (d) The Property Manager Recipient agrees to indemnify and hold harmless the Provider, the Provider or its Affiliates and their respective members, shareholders, managers, directors, officers, employees and agents with respect to any claims or liabilities (including reasonable attorneys’ fees) (“Claims”), which may rely upon and shall be protected in acting asserted or refraining from action upon any instruction fromimposed against the Provider or such persons by a third party who is not an affiliate of either party, as a result of (A) the provision of the Services pursuant to this Agreement, or document signed by(B) the material breach by the Recipient of a third-party agreement that causes or constitutes a material breach of such agreement by the Provider, any authorized person except (with respect to both of the Company or other person reasonably believed foregoing) for any claims which are directly caused by the Property Manager gross negligence or willful misconduct of the Provider or such persons. Each party as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall have the right to defend, contest, settle or compromise such Claim in the exercise of its reasonable judgment and all costs and expenses of such defense, contest, settlement or compromise (including reasonable outside attorneys’ fees and expenses) will be reimbursed to Indemnitee by Indemnitor. Upon assumption of the defense of any such Claim, Indemnitor will, at its own cost and expense, select legal counsel, conduct and control the defense and settlement of any suit or action which is covered by Indemnitor’s indemnity. Indemnitee shall render all cooperation and assistance reasonably requested by the Indemnitor and Indemnitor will keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. Unless Indemnitee waives the indemnity hereunder, in no event shall Indemnitee, as part of the settlement of any claim or proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be authorized to give unreasonably withheld or sign the same whether or not the authority of such person is then effectivedelayed).

Limitation of Liability; Indemnification. (a) None The Distributor retains the general rights and responsibilities associated with its employment of wholesalers and other personnel with day to day job responsibilities that are substantially dedicated to the activities (including wholesaling activities) to be performed on behalf of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons Adviser and the Company (collectively, “Managing Parties”the "Distributor-employed Distribution Services Personnel"). With respect to any individuals who are not employed by the Distributor, but who are registered by the Distributor on Form U-4 in order for such individuals ("non-Distributor-employed Distribution Services Personnel", and together with the Distributor-employed Distribution Services Personnel (whether or not internal or external), collectively, the "Distribution Services Personnel") to perform activities (including wholesaling activities) on behalf of the Adviser and the Company, the Distributor shall be liable to have the Company for following rights exercisable at any time within its sole discretion: (i) any act to terminate the registration by filing Form U-5 or omission performed or failed to be performed by any Managing Party (such other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, necessary and appropriate documents; (ii) any tax liability imposed on the Company or the Assetto take disciplinary action, or including, without limitation, making reports to regulatory bodies and authorities; (iii) any losses due to the seek damages for actions taken or omissions of the Company or any brokers or other current or former agents or advisers of the Company. non-Distributor-employed Distribution Services Personnel; (biv) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses to receive information (including, without limitation, reports and certifications) from the Adviser's Code Compliance Officer and/or Chief Compliance Officer regarding the non-Distributor-employed Distribution Services Personnel's compliance with the Adviser's Code of Ethics; and (v) to receive periodic certification from the non-Distributor-employed Distribution Services Personnel regarding his or her compliance with the manuals and policies of the Distributor. In addition, the Adviser shall provide the Distributor with, and the Distributor shall have the right to receive, copies of any reports, complaints, documents or inquiries relating to the performance of the non-Distributor-employed Distribution Services Personnel, and any information that would affect the non-Distributor-employed Distribution Services Personnel's status of, or information on, his or her Form U-4 registration. For avoidance of confusion, it is expressly agreed and understood that all Distribution Services Personnel, whether or not Distributor-employed Distribution Services Personnel or non-Distributor-employed Distribution Services Personnel, are considered "Wholesaling Personnel" for purposes of the Distribution Agreement, and the Distributor shall be entitled to be compensated and reimbursed with respect to such Distribution Services Personnel, in accordance with the Distribution Agreement. (b) Subject to Section 7(a), the Distributor shall not be liable to the Adviser or the Company for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees other than the Distribution Services Personnel) of its obligations and duties under this Agreement or the Distribution Agreement. As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Distribution Agreement, the Adviser shall indemnify and hold harmless the Distributor and its employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges and reasonable attorneys’ counsel fees and disbursements) and amounts paid incurred in settlement connection therewith (collectively, “"Losses”") to which such person may become subject in connection with any matter arising out of or in connection with related to the arrangement contemplated under this Agreement and/or the Distribution Agreement, including but not limited to all activities, actions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, except to the extent that any such Loss results solely Losses result from (i) the acts Distributor's general responsibilities as employer of Distribution Services Personnel, or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud(ii) the bad faith, willful misconduct misfeasance, gross negligence or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground reckless disregard by a court the Distributor of competent jurisdiction, its express obligations and duties hereunder and/or the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedDistribution Agreement. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunderNOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS OR LOST OR DAMAGED DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (aA) None The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the Property Manager, its affiliatesfact that he, or any a person for whom he is the legal representative, is or was a director or officer of their respective directorsthe Corporation or, memberswhile a director or officer of the Corporation, stockholdersis or was serving at the request of the Corporation as a director, partnersofficer, officersemployee or agent of another corporation or of a partnership, employees joint venture, trust, other enterprise or controlling persons nonprofit entity, including service with respect to an employee benefit plan (collectivelya “Covered Person”), “Managing Parties”) shall be liable to whether the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise basis of such Managing Party’s rights proceeding is alleged action in an official capacity as a director, officer, employee or obligations hereunderagent, or for in any lossesother capacity while serving as a director, claimsofficer, costsemployee or agent, damagesagainst all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, Employee Retirement Income Security Act of 1974 excise taxes and penalties and amounts paid in settlement) reasonably incurred or liabilities arising therefrom, suffered by such Covered Person in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of connection with such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Companyproceeding. (bB) To The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 6 or otherwise. (C) The rights to indemnification and advancement of expenses under this Article 6 shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Article 6, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. (D) If a claim for indemnification under this Article 6 (following the final disposition of such proceeding) is not paid in full within sixty (60) days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article 6 is not paid in full within twenty (20) days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by applicable law. In any such action, the Company will indemnify Corporation shall have the Property Manager and its Managing Parties against burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. (E) The rights conferred on any and all lossesCovered Person by this Article 6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, damagesany provision of this Amended & Restated Certificate of Incorporation (as amended, liabilitiesrestated, judgmentssupplemented or otherwise modified from time to time, costs and expenses this “Certificate of Incorporation”), the Bylaws, any agreement or vote of stockholders or disinterested directors or otherwise. (includingF) This Article 6 shall not limit the right of the Corporation, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from and in the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent manner permitted by any applicable portion of this Section that shall not have been invalidatedlaw, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action. (cG) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Article 6, may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated. The Property Manager gives no warranty as Corporation hereby acknowledges and agrees that (i) the Corporation shall be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Article 6, (ii) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of a proceeding, expense, liability or matter that is the subject of this Article 6, whether created by law, organizational or constituent documents, contract or otherwise, (iii) any obligation of any persons with whom or which a Covered Person may be associated to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of any proceeding shall be secondary to the performance or profitability obligations of the Asset or as Corporation hereunder, (iv) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the performance fullest extent provided herein without regard to any rights such Covered Person may have against any other person with whom or which such Covered Person may be associated or insurer of any third party engaged such person, and (v) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Property Manager Corporation hereunder. (dH) The Property Manager may rely upon and A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be protected in acting eliminated or refraining from action upon any instruction from, or document signed by, any authorized person of limited to the Company or other person reasonably believed fullest extent permitted by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectiveDGCL, as so amended.

Limitation of Liability; Indemnification. (a) None Organizer is responsible for the administrative organization of the Property ManagerEvent solely. Organizer assumes no responsibility for, makes no statement (whether implied or express) on the content or information presented or opinions expressed or products, services or investments offered at or during the Event. In particular, by the invitation or admittance of any Attendee, speaker or other partner, Organizer makes no statement (whether implied or express) or recommendation with regard to such Attendee, speaker or other partner, his/her statements and opinions or the services or investments offered or the business conducted by him/her. If and to the extent you consider to make an investment decision at or during the Event, you do this on your own risk and based on consultation with your own investment advisors. Neither Organizer nor its affiliatesshareholders, officers, directors, employees, agents, independent contractors or representatives shall be responsible for any injury, loss, or damage, including any circumstances for special, incidental, indirect, consequential (including but not limited to lost opportunities or profits), or punitive damages, that may occur to Attendee or to Attendee’s agents, employees, affiliated personnel, officers, directors, shareholders, contractors or representatives or any of their property, businesses, or other activities from any cause whatsoever, prior to, during, or after or otherwise in connection with the Event, and any such liability shall be waived to the fullest extent. To the extent such waiver is not fully enforceable under applicable law, such liability shall not exceed the fees paid by the respective directorsAttendee. By registering for the Event, membersAttendee assumes all such risk and expressly releases, stockholdersand agrees to indemnify, partnersdefend and hold harmless, Organizer and its shareholders, officers, employees directors, employees, agents, independent contractors and representatives from all claims for such loss, injury, or controlling persons (collectivelydamages. Furthermore, “Managing Parties”) shall be liable Attendee releases and discharges Organizer and its shareholders, officers, directors, employees, agents, independent contractors and representatives from all liabilities arising out of, or in any way related to, the selection, rejection, or removal of Attendee to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions Event and enforcement of the Company or any brokers or other current or former agents or advisers Terms of the Company. (b) To the fullest extent permitted by applicable lawAttendance. Attendee also hereby agrees to indemnify, the Company will indemnify the Property Manager defend and hold harmless Organizer and its Managing Parties shareholders, officers, directors, employees, agents, independent contractors and representatives, from and against any and all losses, damages, suits, claims, causes of action, liabilities, judgmentsexpenses, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectivelyincurred, “Losses”) to which such person may become subject in connection with any matter arising out of, resulting from Attendee’s infringement of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator intellectual property rights or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance rights of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction fromparty, or document signed byany of its agents, any authorized person of the Company employees, affiliated personnel, officers, directors, shareholders, contractors or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectiverepresentatives.

Limitation of Liability; Indemnification. (a) None of Neither the Property ManagerGeneral Partner, its affiliatesany Director, any Organizing Person, any Officer or any officer the General Partner or their respective Affiliates shall be liable in damages to the Partnership or any Partner by reason of, or arising from or relating to the operations, business or affairs of, or any of their respective directorsaction taken or failure to act on behalf of, membersthe Partnership or the General Partner, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable except to the Company for (i) extent that any act of the foregoing is determined by a final, non-appealable order of a court of competent jurisdiction to have been caused by a willful breach of the terms of this Agreement or omission performed the gross negligence or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise willful misconduct or bad faith of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Companypersons. (b) To the fullest maximum extent permitted by applicable law, but subject to the Company provisions of this Section 6.5, all Indemnitees will indemnify not be liable for, and will be indemnified and held harmless by the Property Manager and its Managing Parties against Partnership against, any and all claims, actions, demands, losses, damages, liabilities, judgmentscosts, or expenses, including attorney’s fees, court costs, and costs of investigation, actually and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement reasonably incurred by any such Indemnitee (collectively, “LossesDamages”) to ), arising from proceedings in which such person Indemnitee may become subject be involved, as a party or otherwise, by reason of its being a Director, General Partner, Officer or officer the General Partner, or by reason of its involvement in connection with the management of the affairs of the Partnership or the General Partner, whether or not it continues to be such at the time any matter arising out of such Damage is paid or in connection with this Agreementincurred, except to the extent that any such Loss results solely from of the acts or omissions of a Managing Party that have been foregoing is determined in by a final, non-appealable decision order of a court, arbitrator or other tribunal court of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, been caused by a willful breach of the terms of this Agreement or the gross negligence or willful misconduct or gross negligencebad faith of such persons. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdictionIT IS THE EXPRESS INTENT OF THE PARTNERSHIP THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY DAMAGE THAT HAS RESULTED FROM OR IS ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedJOINT, OR CONCURRENT ORDINARY NEGLIGENCE OF THE INDEMNITEE. (c) The Property Manager gives no warranty as to To the performance maximum extent permitted by applicable law, expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or profitability in the right of the Asset Partnership or as to any of the performance of any third party engaged Partners against such Indemnitee), will be paid by the Property Manager hereunderPartnership in advance of the final disposition of the proceeding, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 6.5 or adjudicated to be ineligible for indemnification, which undertaking will be an unlimited general obligation of the Indemnitee but need not be secured unless so determined by the General Partner. (d) The Property Manager indemnification provided by this Section 6.5 will inure to the benefit of the heirs and personal representatives of each Indemnitee. (e) Any indemnification pursuant to this Section 6.5 will be made only out of the assets of the Partnership and will in no event cause any Partner to incur any personal liability nor shall it result in any liability of the Partners to any third party. (f) The rights of indemnification provided in this Section 6.5 are in addition to any rights to which an Indemnitee may rely upon otherwise be entitled by contract (including, without limitation, advancement of expenses) or as a matter of law. The Partnership hereby acknowledges that the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Partners and certain of their Affiliates (collectively, the “Partner Indemnitors”). The Partnership hereby agrees that (i) the Partnership is the Indemnitor of first resort (i.e., its obligations to the Indemnitees under Sections 6.5(b) and Section 6.5(c) are primary and any obligation of the Partner Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitees are secondary), (ii) the Partnership shall be required to advance the full amount of expenses incurred by the Indemnitees and shall be protected liable for the full amount of all Damages paid in acting settlement to the extent legally permitted and as required by the terms of Sections 6.5(b) and Section 6.5(c) (or refraining any other agreement between the Partnership and the Indemnitees), without regard to any rights the Indemnitees may have against the Partner Indemnitors, and (iii) the Partnership irrevocably waives, relinquishes and releases the Partner Indemnitors from action upon any instruction fromand all claims against the Partner Indemnitors for contribution, subrogation or document signed by, any authorized person other recovery of any kind in respect thereof. The Partnership further agrees that no advancement or payment by the Partner Indemnitors on behalf of an Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Partnership pursuant to Sections 6.5(b) and Section 6.5(c) shall affect the foregoing and the Partner Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the Company or other person reasonably believed by rights of recovery of the Property Manager to be authorized to give or sign Indemnitees against the same whether or Partnership. The Partnership agrees that the Partner Indemnitors who are not Partners are express third party beneficiaries of the authority terms of such person is then effectivethis Section 6.5.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the [Series Name] Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the [Series Name] Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of To the Property Managermaximum extent permitted under the Act and other applicable law, the Company, its affiliatesreceiver, or any its trustee (in the case of their respective directorsits receiver or trustee, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”to the extent of Company Property) shall be liable indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to the Company for (i) any liability or damage incurred by reason of any act or omission performed or failed omitted to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights Governor or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefromOfficer, in connection with the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers business of the Company. (b) To , or in the fullest extent permitted event of any action by applicable lawa Unit Holder against a Governor, the Company will indemnify the Property Manager and its Managing Parties against any and all lossesincluding a derivative suit, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees incurred by such Governor or officer in connection with the defense of any action based on any such act or omission, provided that (i) the Governor or officer has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interest of the Company; (ii) the Governor or officer was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the Governor or officer; and disbursements(iv) such indemnification or agreement to hold harmless is recoverable only out of Company net assets and amounts paid not from the holders of any Membership Interests. The advancement of Company funds to a Governor or officer for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be allowed only if: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) the legal action is initiated by a third party who is not a holder of any Membership Interests, or the legal action is initiated by a holder of a Membership Interest and a court of competent jurisdiction specifically approves such advancement; and (iii) the Governor or officer undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in settlement (collectively, “Losses”) to cases in which such person may become subject in connection with any matter is found not to be entitled to indemnification. Notwithstanding anything to the contrary above, a Governor or officer shall be indemnified for losses, liabilities or expenses arising from or out of an alleged violation of federal or in connection with this Agreement, except state securities laws only if one or more of the following conditions is met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the extent that any particular indemnitee; (ii) such Loss results solely from the acts or omissions of a Managing Party that claims have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated dismissed with prejudice on any ground the merits by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty jurisdiction as to the performance particular indemnitee; or profitability (iii) a court of competent jurisdiction approves a settlement of the Asset or as to claims against a particular indemnitee and finds that indemnification of the performance settlement and related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and the published position of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected state securities regulatory authority in acting or refraining from action upon any instruction from, or document signed by, any authorized person which securities of the Company were offered or other person reasonably believed sold as to indemnification for violations of securities laws. The Company may purchase and maintain insurance on behalf of any Person in such Person’s official capacity against any liability asserted against and incurred by such Person in or arising from that capacity, so long as the Property Manager Company does not incur the cost of that portion of liability insurance which insures such Person for any liability as to be authorized to give or sign which the same whether or not the authority of such person Person is then effectiveprohibited from being indemnified under this paragraph.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company or the Asset, ; or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon rely, and shall be protected in acting or refraining from action action, upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None To the maximum extent permitted under the Act and other applicable law, no Member or Director of this Company shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director; provided that this provision shall not eliminate or limit the liability of a Director for any of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for following: (i) receipt of an improper financial benefit to which the Director is not entitled; (ii) liability for receipt of distributions in violation of the Articles, this Agreement, or Section 17-76,110 of the Act; (iii) a knowing violation of law; or (iv) acts or omissions involving fraud, bad faith or willful misconduct. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or officer or director of such Director relating to any liability or damage incurred by reason of any act or omission performed or failed omitted to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunderDirector, officer, or for any losses, claims, costs, damages, or liabilities arising therefrom, director in connection with the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers business of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectivelyincurred by such Director, “Losses”) to which such person may become subject officer, or director in connection with the defense of any matter arising out of or in connection with this Agreement, except to the extent that action based on any such Loss results solely from act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the acts or omissions maximum extent permitted under the Act and other applicable law, in the event of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground action by a court of competent jurisdictionUnit Holder against any Director, including a derivative suit, the Company shall nevertheless indemnify indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys’ fees incurred in the Managing Party for any Losses incurred defense of such action. Notwithstanding the foregoing provisions, no Director shall be indemnified by the Company to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. prohibited or limited (c) The Property Manager gives no warranty as but only to the performance or profitability of extent limited) by the Asset or as to the performance Act. The Company may purchase and maintain insurance on behalf of any third party engaged Person in such Person’s official capacity against any liability asserted against and incurred by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected such Person in acting or refraining arising from action upon any instruction fromthat capacity, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectiveCompany would otherwise be required to indemnify the Person against the liability.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #TICKER Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None To the maximum extent permitted under the Act and other applicable law, no Member, Director or Officer shall be personally liable for any debt, obligation or liability of the Property ManagerCompany merely by reason of being a Member, its affiliatesDirector or Officer. Furthermore, or any to the maximum extent permitted under the Act, the liability of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) Directors and Officers shall be eliminated, and no Director or Officer shall be personally liable to the Company or its Members for monetary damages for, any action taken, or any failure to take action, as a Director or Officer, except for liability for any of the following: (ia) The amount of a financial benefit received by the Director or Officer to which the Director or Officer is not entitled; (b) An intentional infliction of harm on the Company or its Members; (c) A violation of Section 807 of the Act; (d) An intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any act or omission performed or failed omitted to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights Director or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefromOfficer, in connection with the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers business of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which incurred by such person may become subject Director in connection with the defense of any matter arising out of or in connection with this Agreement, except to the extent that action based on any such Loss results solely from act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the acts or omissions maximum extent permitted under the Act and other applicable law, in the event of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground action by a court of competent jurisdictionUnit Holder against any Director or Officer, including a derivative suit, the Company shall nevertheless indemnify indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Director or Officer, including reasonable attorneys’ fees incurred in the Managing Party for any Losses incurred defense of such action. Notwithstanding the foregoing provisions, no Director or Officer shall be indemnified by the Company to the full extent permitted prohibited or limited by any applicable portion of this Section that shall not have been invalidated. (c) the Act. The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance Company may purchase and maintain insurance on behalf of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected Director or Officer in acting his or refraining from action upon her official capacity against any instruction fromliability described in this Section, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of Company would otherwise be required to indemnify such person is then effectiveDirector or Officer against such liability.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest full extent permitted by applicable law, the Company will indemnify the Property Manager Administrator (and its Managing Parties officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation its members) shall not be liable to the Company or its stockholders for any act or omission by the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation its members) in connection with the performance of any of its duties or obligations under this Agreement or otherwise acting as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts reasonably paid in settlement settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (collectively, “Losses”including an action or suit by or in the right of the Company or its security holders) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to otherwise based upon the performance of any third party engaged by of the Property Manager hereunder. (d) The Property Manager may rely upon and Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Article IV to the contrary, nothing contained herein shall protect or be protected deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in acting or refraining from action upon any instruction from, or document signed byrespect of, any authorized person of liability to the Company or other person reasonably believed its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the Property Manager to be authorized to give SEC or sign the same whether or not the authority of such person is then effectiveits staff thereunder).

Limitation of Liability; Indemnification. (a) None The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Property ManagerFund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Distributor. Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or liabilities arising therefrom, are based upon any untrue statement or alleged untrue statement of a material fact contained in the absence Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of criminal wrongdoingthe Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky application”) or arise out of, willful misfeasance or gross negligence on are based upon, the part of such Managing Party, omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any tax liability imposed on the Company or the Assetarise out of, or (iii) are based upon, any losses due to the actions or omissions breach of the Company representations, warranties or any brokers or other current or former agents or advisers covenants of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid Fund contained in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except and the Fund will reimburse the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, for any legal or other expenses reasonably incurred by the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, in investigating, defending or preparing to defend any such action, proceeding or claim described above in this Section 8(b); provided, however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any such Loss results solely from untrue statement, alleged untrue statement, or omission or alleged omission made in the acts or omissions of a Managing Party that have been determined in a finalRegistration Statement, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 the Prospectus or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred Blue Sky application with respect to the full extent permitted by Fund in reliance upon and in conformity with any applicable portion Agent Provided Information, or arising out of this Section that shall not have been invalidatedthe failure of the Distributor or any sub-placement agent to deliver a current Prospectus. (c) The Property Manager gives no warranty Distributor will indemnify and hold harmless the Fund and its several officers and trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the performance Fund or profitability any of its several officers by or on behalf of the Asset Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, trustees and such controlling persons for any legal or as other expenses reasonably incurred by any of them in investigating, defending or preparing to the performance of defend any third party engaged by the Property Manager hereundersuch action, proceeding or claim. (d) The Property Manager may rely upon and Notwithstanding any other provisions in this Section 8, no party shall be protected in acting entitled to indemnification or refraining from action upon contribution under this Agreement against any instruction fromloss, claim, liability, expense or document signed by, any authorized person of the Company or other person reasonably believed damage arising by the Property Manager to be authorized to give or sign the same whether or not the authority reason of such person is then effectiveperson’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of such person’s reckless disregard of such person’s obligations and duties thereunder. (e) This Section 8 shall survive any termination of this Agreement.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest full extent permitted by applicable law, the Company will indemnify the Property Manager Adviser (and its Managing Parties officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts reasonably paid in settlement settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (collectively, “Losses”including an action or suit by or in the right of the Company or its security holders) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to otherwise based upon the performance of any third party engaged by of the Property Manager hereunder. (d) The Property Manager may rely upon and Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be protected deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in acting or refraining from action upon any instruction from, or document signed byrespect of, any authorized person of liability to the Company or other person reasonably believed its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the Property Manager to SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be authorized to give so limited or sign the same whether or not the authority of such person is then effectivewaived in accordance with applicable law.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the [SERIES] Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the [SERIES] Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None To the maximum extent permitted under the Act and other applicable law, no Member, Governor or Officer shall be personally liable for any debt, obligation or liability of the Property ManagerCompany merely by reason of being a Member, its affiliatesGovernor or Officer. Furthermore, no Governor or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) Officer shall be personally liable to the Company or its Members for monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (i) any breach of the duty of loyalty to the Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) a transaction from which the Governor or Officer derived an improper personal benefit (iv) a wrongful distribution in violation of Sections 80A.23 or 322B.56 of the Act; or (v) any act or omission occurring before the Effective Date of this Agreement. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any act performed or failed omitted to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights Governor or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefromOfficer, in connection with the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers business of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which incurred by such person may become subject Governor in connection with the defense of any matter arising out of or in connection with this Agreement, except to the extent that action based on any such Loss results solely from act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the acts or omissions maximum extent permitted under the Act and other applicable law, in the event of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground action by a court of competent jurisdictionUnit Holder against any Governor or Officer, including a derivative suit, the Company shall nevertheless indemnify indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Governor or Officer, including reasonable attorneys’ fees incurred in the Managing Party for any Losses incurred defense of such action. Notwithstanding the foregoing provisions, no Governor or Officer shall be indemnified by the Company to the full extent permitted prohibited or limited by any applicable portion of this Section that shall not have been invalidated. (c) the Act. The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance Company may purchase and maintain insurance on behalf of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected Governor or Officer in acting his or refraining from action upon her official capacity against any instruction fromliability described in this Section, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of Company would otherwise be required to indemnify such person is then effectiveGovernor or Officer against such liability.

Limitation of Liability; Indemnification. (a) None To the maximum extent permitted under the Act and other applicable law, no Member, Director or Officer shall be personally liable for any debt, obligation or liability of the Property ManagerCompany merely by reason of being a Member, its affiliatesDirector or Officer. Furthermore, or any to the maximum extent permitted under the Act, the liability of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) Directors and Officers shall be eliminated, and no Director or Officer shall be personally liable to the Company or its Members for (i) monetary damages for, any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunderaction taken, or any failure to take action, as a Director or Officer, except for liability for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable lawfollowing, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from determined by final adjudication on the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground merits by a court of competent jurisdiction: a. The amount of a financial benefit received by the Director or Officer to which the Director or Officer is not entitled; b. An intentional infliction of harm on the Company or its Members; c. An intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, the Liquidator, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Director or Officer, in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Director in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director or Officer, including a derivative suit, the Company shall nevertheless indemnify indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Director or Officer, including reasonable attorneys’ fees incurred in the Managing Party for any Losses incurred defense of such action. Notwithstanding the foregoing provisions, no Director or Officer shall be indemnified by the Company to the full extent permitted prohibited or limited by any applicable portion of this Section that shall not have been invalidated. (c) the Act. The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance Company may purchase and maintain insurance on behalf of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected Director or Officer in acting his or refraining from action upon her official capacity against any instruction fromliability described in this Section, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of Company would otherwise be required to indemnify such person is then effectiveDirector or Officer against such liability.

Limitation of Liability; Indemnification. (a) None The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement and shall not be responsible for any action of the Property Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(a) of this Agreement. The Manager and its affiliates, or any of Affiliates and their respective officers, directors, stockholders, members, stockholdersmanagers, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall and agents and any Person providing sub-advisory services to the Manager will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company's or any Subsidiary's stockholders, members or partners for (i) any act acts or omission performed or failed to be performed omissions by any Managing Party such Person (other than any criminal wrongdoing) arising including, without limitation, trade errors that may result from the exercise of ordinary negligence, such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, as errors in the absence investment decision making process or in the trade process), pursuant to or in accordance with this Agreement, except by reason of criminal wrongdoingacts or omissions constituting bad faith, willful misfeasance or misconduct, gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions reckless disregard of the Company or any brokers or other current or former agents or advisers Manager's duties under this Agreement, as determined by a final non-appealable order of the Companya court of competent jurisdiction. (b) To The Company shall, to the fullest extent permitted by applicable law, reimburse, indemnify and hold the Company will indemnify the Property Manager and its Managing Parties against Affiliates and their respective officers, directors, stockholders, members, managers, partners, employees and agents and any Person providing sub-advisory services to the Manager, together with such Person's managers, officers, directors and personnel (each a “Manager Indemnified Party”), harmless from any and all expenses, losses, damages, liabilities, judgmentsdemands, costs charges and expenses claims of any nature whatsoever (including, without limitation, including reasonable attorneys’ fees and disbursements' fees) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out respect of or in connection with this Agreement, except to the extent that arising from any such Loss results solely from the acts or omissions of a Managing such Manager Indemnified Party that have been determined made in a final, non-appealable decision good faith in the performance of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from the Manager's duties under this Agreement and not constituting such Managing Manager Indemnified Party’s fraud's bad faith, willful misconduct misconduct, gross negligence or gross negligence. If reckless disregard of the Manager's duties under this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedAgreement. (c) The Property Manager gives no warranty as shall, to the performance fullest extent permitted by applicable law, reimburse, indemnify and hold the Company and its Affiliates and their respective officers, directors, stockholders, members, managers, partners, employees and agents (each, a “Company Indemnified Party” and together with the Manager Indemnified Parties, the “Indemnitees”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys' fees) in respect of or profitability arising from the Manager's bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement or any claims by the Asset or as Manager's personnel relating to the performance terms and conditions of any third party engaged their employment by the Property Manager hereunderManager. (d) The Property Manager Indemnitee will promptly notify the party against whom indemnity is claimed (the “Indemnitor”) of any claim for which it seeks indemnification; provided, however, that the failure to so notify the Indemnitor will not relieve the Indemnitor from any liability which it may rely upon have hereunder, except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall have the right to assume the defense and shall be protected in acting or refraining from action upon any instruction fromsettlement of such claim; provided, or document signed by, any authorized person that the Indemnitor notifies the Indemnitee of its election to assume such defense and settlement within 30 days after the Indemnitee gives the Indemnitor notice of the Company claim. In such case, the Indemnitee will not settle or compromise such claim, and the Indemnitor will not be liable for any such settlement made without its prior written consent. If the Indemnitor is entitled to, and does, assume such defense by delivering the aforementioned notice to the Indemnitee, the Indemnitee will (i) have the right to approve the Indemnitor's counsel (which approval will not be unreasonably withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other person manner in which the Indemnitor may reasonably believed by request and (iii) be entitled to participate in (but not control) the Property Manager to be authorized to give or sign the same whether or not the authority defense of any such person is then effectiveaction, with its own counsel and at its own expense.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #5 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Series #5 Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the [Series Name] Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the [Series Name] Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. Nothing in this Agreement shall limit or exclude a Party's liability to the extent that it arises in respect of: (a) None death or personal injury caused by the negligence of the Property Managerthat Party or its employees, its affiliatesagents or sub-contractors; (b) willful misconduct, fraud or fraudulent misrepresentation; (c) under any express indemnities contained in this Agreement; or (d) any matter in respect of their respective directorswhich it would be unlawful for a Party to exclude or restrict liability. Subject to clause 6.1, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) neither Party shall be liable have any liability to the Company for (i) any act or omission performed or failed to be performed by any Managing other Party (including any liability in tort) under or in connection with this Agreement for any loss of profits, loss of revenue, loss of or damage to reputation or goodwill, loss of opportunity, wasted management or staff time, losses or liabilities under or in relation to any other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereundercontract, or for any lossesindirect, claimsspecial or consequential loss or damage. Without prejudice to clauses 6.1 or 6.2, costs, damages, or liabilities UCB’s either Party’s total liability arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation or otherwise, shall be limited to 50% (50 per cent.) of the total amount of the Purchase Price paid by the Purchaser for all of the GoodsProducts supplied under the relevant Purchase Order/Purchase Order Confirmation applicable to the GoodsProducts the subject of the claim, provided however that no limitation shall apply in case of breach of Section 8 Confidentiality or breach of Section 5 Warranties of this Agreement. After delivery the Purchaser shall be liable for the GoodsProducts (except as specifically set out in this Agreement) and for the compliance of the GoodsProducts with all applicable laws, regulations and other requirements. UCB shall not be liable for any use made of the GoodsProducts by the Purchaser after delivery (including any further processing or manufacturing) or for any acts or omissions on the part of the Purchaser or its Affiliates and its or their employees, agents or subcontractors in connection with the GoodsProducts or this Agreement. The Purchaser shall indemnify and hold harmless UCB, its officers, directors and employees from and against any and all claims, demands, actions, legal suits, causes or actions, damage and expenses (including any legal fees incurred in connection with same) caused by, arising out of or resulting from the use, distribution or sale of the GoodsProducts or any commodity containing the GoodsProducts, except to the extent that any such Loss results solely from the acts claims, demands, actions, legal suits, causes of action, damage or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator expenses are caused by UCB's gross negligence or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedmisconduct. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #2 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Series #2 Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. Except as otherwise provided by law, neither we nor any (a) None of the Property Managerour officers, its affiliatespartners or directors (or persons performing similar functions); (b) of our employees and representatives; or (c) persons directly or indirectly controlling us or controlled by us (together, our “Affiliates”); or (d) any of their respective directorsour agents, membersincluding any service providers, stockholders(together with our Affiliates, partners, officers, employees or controlling persons (collectively, the “Managing PartiesIndemnified Persons”) shall will be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunderobligations, or for any costs, fees, losses, liabilities, claims, costsjudgments, damagesactions, damages and expenses, including but not limited to attorneys’ fees, expenses and court costs (“Losses”) paid, suffered, incurred or liabilities arising therefromfrom any investment decision made or other action taken or omitted in good faith by us with the degree of care, skill, prudence; and diligence that a person acting in a fiduciary capacity would use under the absence of criminal wrongdoing, willful misfeasance circumstances; or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the AssetLosses arising from adhering to your instructions. If assets we are managing under this Agreement are only a portion of your total assets, or we will not be responsible for (iiia) any losses due to the actions of your assets that we are not managing under any Agreement; or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To diversifying all of your assets. You will defend, indemnify and hold all of the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against Indemnified Persons harmless from any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with Losses sustained by any matter Indemnified Person arising out of or in connection with any misrepresentations or omissions made by you in this Agreement, except any inaccuracies in the information that you provide to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 us or any portion hereof shall be invalidated other Indemnified Person, or any instructions that you provide to us or any other Indemnified Person in connection with your relationship with Ellevest or our suppliers. Notwithstanding the foregoing, certain federal and state securities laws impose liability under certain circumstances on persons who act in good faith. Consequently, nothing in this Agreement shall, in any ground by way, constitute a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance waiver or profitability of the Asset or as to the performance limitation of any third party engaged by the Property Manager hereunderrights that you may have under federal or state securities laws. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None Each party acknowledges and agrees that the obligations of the Property Manager, its affiliates, other party hereunder are exclusively the obligations of such other party and are not guaranteed directly or any of their respective directorsindirectly by such other party’s shareholders, members, stockholdersmanagers, partnersofficers, directors, agents or any other person. Except as otherwise specifically set forth in the Master Transaction Agreement, and subject to the terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or causes of action for damages, injuries or losses sustained by any party as a result of the other party’s action or inaction. (b) Notwithstanding (A) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedule to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not subject the Provider, any of its Affiliates or their respective members, shareholders, managers, directors, officers, employees or controlling persons (collectivelyagents to any liability whatsoever, “Managing Parties”) shall be liable to except as directly caused by the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence or willful misconduct on the part of the Provider or any of its members, shareholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result of such Managing Partygross negligence or willful misconduct will be limited to an amount not to exceed the lesser of (i) the price paid for the particular Service, (ii) any tax liability imposed on the Company Recipient’s or its Affiliate’s cost of performing the Asset, Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any losses due such alternatives to the actions or omissions Services by selecting the most cost effective alternatives which provide the functional equivalent of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedServices replaced. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunderNOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 5.2(b) AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 5.2(c). (d) The Property Manager Recipient agrees to indemnify and hold harmless the Provider, the Provider or its Affiliates and their respective members, shareholders, managers, directors, officers, employees and agents with respect to any claims or liabilities (including reasonable attorneys’ fees) (“Claims”), which may rely upon and shall be protected in acting asserted or refraining from action upon any instruction fromimposed against the Provider or such persons by a third party who is not an affiliate of either party, as a result of (A) the provision of the Services pursuant to this Agreement, or document signed by(B) the material breach by the Recipient of a third-party agreement that causes or constitutes a material breach of such agreement by the Provider, any authorized person except (with respect to both of the Company or other person reasonably believed foregoing) for any claims which are directly caused by the Property Manager gross negligence or willful misconduct of the Provider or such persons. Each party as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall have the right to defend, contest, settle or compromise such Claim in the exercise of its reasonable judgment and all costs and expenses of such defense, contest, settlement or compromise (including reasonable outside attorneys’ fees and expenses) will be reimbursed to Indemnitee by Indemnitor. Upon assumption of the defense of any such Claim, Indemnitor will, at its own cost and expense, select legal counsel, conduct and control the defense and settlement of any suit or action which is covered by Indemnitor’s indemnity. Indemnitee shall render all cooperation and assistance reasonably requested by the Indemnitor and Indemnitor will keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. Unless Indemnitee waives the indemnity hereunder, in no event shall Indemnitee, as part of the settlement of any claim or proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be authorized to give unreasonably withheld or sign the same whether or not the authority of such person is then effectivedelayed).

Limitation of Liability; Indemnification. (a) None In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the Property part of Money Manager, neither Money Manager nor any of its affiliatesdirectors, officers, agents or employees shall be subject to liability to VIA, FAV, the Investment Company, or any shareholder of their respective directorsthe Investment Company for any error of judgment or mistake of law or any other act or omission in the course of, membersor connected with, stockholdersrendering non-discretionary model portfolio services hereunder or for any losses that may be sustained in the purchase, partnersholding, officersor sale of any security or other instrument by the Fund. Notwithstanding the foregoing, employees federal and state securities laws (and ERISA, if applicable) impose liability under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or controlling persons limitation of any rights that may exist under federal or state securities laws of the United States of America or under any other applicable law (including ERISA, if applicable). (b) Notwithstanding Section 11(a), to the extent that FAV is subject to any claims, suits, controversies, judgments, losses, awards or settlements (including without limitation, reasonable attorneys’ fees) (collectively, a “Managing PartiesLiability”) shall be liable caused by, arising out of or attributable to the Company for (i) any act or omission performed or failed failure of Money Manager to be performed by fulfill any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or its obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Partyunder this Contract, (ii) a breach by Money Manager of any tax liability imposed on the Company representation, warranty or the Assetcovenant in this Contract, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraudnegligence, willful misconduct or gross negligence. If this Section 5 violation of or any portion hereof shall be invalidated non-compliance with law on any ground by a court the part of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred Money Manager relating to the full extent permitted by performance of or failure to perform any applicable portion of its duties and obligations under this Section that Contract , Money Manager shall not have been invalidatedindemnify FAV and each of its affiliates, officers, directors, agents and employees for such liability. (c) The Property To the extent that Money Manager gives no is subject to a Liability caused by, arising out of or attributable to (i) any failure of FAV to fulfill any of its obligations under this Contract or under the agreement between FAV and VIA, (ii) a breach by FAV of any representation, warranty as to or covenant in this Contract, (iii) any negligence, willful misconduct or violation of or non-compliance with law on the performance or profitability part of the Asset or as FAV relating to the performance of or failure to perform its discretionary investment management services with respect to the Funds or its duties and obligations under this Contract, (iv) FAV’s deviation from the Model Portfolio(s) in managing the Advisory Account, and (v) any third party engaged action or failure to act by VIA, the Property Investment Company or a Fund, FAV shall indemnify the Money Manager hereunderand each of its affiliates, officers, directors, agents and employees. (d) The Property Manager may rely upon and No party hereto shall be protected in acting bear any liability to the other party for any loss of profits (whether direct or refraining from action upon any instruction fromindirect), or document signed byfor any indirect, incidental, consequential or special damages of any authorized form, incurred by any person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same entity, whether or not foreseeable and regardless of the authority type of action in which such claim may be brought. (e) A party seeking indemnification hereunder (“Indemnified Party”) will not, without the prior written consent of the party from whom indemnification is sought (the “Indemnifying Party”), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such Indemnifying Party is an actual or potential party to such claim, action, suit or proceeding). (f) Each party shall promptly notify the other party of any action commenced against it for which indemnification may be sought hereunder, but a party’s failure to so notify the other party shall not relieve the party from any liability which it may have otherwise than on account of this indemnification agreement. If the Indemnifying Party so elects, the Indemnifying Party will assume the defense of such person is action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of fees and disbursements of such counsel, and the Indemnifying Party shall not thereafter be liable to the Indemnified Party for any additional expenses. In the event, however, such counsel has a conflict of interest or if the Indemnifying Party fails to employ counsel reasonably satisfactory to the Indemnified Party, in either case in a timely manner, then effectivethe Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel. In any action or proceeding the defense of which the Indemnifying Party assumes, the Indemnified Party will have the right to participate in such litigation and to retain counsel at its own expense. (g) The provisions of this Section 11 shall survive any expiration or termination of this Contract.

Limitation of Liability; Indemnification. (ai) None Each party acknowledges and agrees that the obligations of the Property Managerother party hereunder are exclusively the obligations of such other party and are not guaranteed directly or indirectly by such other party’s stockholders, its affiliatesmembers, managers, officers, directors, agents or any other person. Except as otherwise specifically set forth in the Separation Agreement, and subject to the terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or causes of action for damages, injuries or losses sustained by any party as a result of the other party’s action or inaction. (ii) Notwithstanding (A) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedules to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not subject the Provider, any of its Affiliates or their respective directors, members, stockholders, partnersmanagers, directors, officers, employees or controlling persons (collectivelyagents to any liability whatsoever, “Managing Parties”) shall be liable to except as directly caused by the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence or willful misconduct on the part of the Provider or any of its members, stockholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result of such Managing Partygross negligence or willful misconduct will be limited to an amount not to exceed the lesser of (i) the price paid for the particular Service, (ii) any tax liability imposed on the Company Recipient’s or its Affiliate’s cost of performing the Asset, Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any losses due such alternatives to the actions or omissions Services by selecting the most cost effective alternatives which provide the functional equivalent of the Company or any brokers or other current or former agents or advisers of the CompanyServices replaced. (biii) To NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 5(B)(II) AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 5(B)(III). (iv) The Recipient agrees to indemnify and hold harmless the fullest extent permitted by applicable law, the Company will indemnify the Property Manager Provider and its Managing Parties Affiliates and their respective members, stockholders, managers, directors, officers, employees and agents with respect to any claims or liabilities (including reasonable attorneys’ fees) (“Claims”), which may be asserted or imposed against the Provider or such persons by a third party who is not an Affiliate of either party, as a result of (A) the provision of the Services pursuant to this Agreement, or (B) the material breach by the Recipient of a third-party agreement that causes or constitutes a material breach of such agreement by the Provider, except (with respect to both of the foregoing) for any claims which are directly caused by the gross negligence or willful misconduct of the Provider or such persons. Each party as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall have the right to defend, contest, settle or compromise such Claim in the exercise of its reasonable judgment and all losses, damages, liabilities, judgments, costs and expenses of such defense, contest, settlement or compromise (including, without limitation, including reasonable outside attorneys’ fees and disbursementsexpenses) and amounts paid in settlement (collectively, “Losses”) will be reimbursed to which such person may become subject in connection with any matter arising out Indemnitee by Indemnitor. Upon assumption of or in connection with this Agreement, except to the extent that defense of any such Loss results solely from Claim, Indemnitor will, at its own cost and expense, select legal counsel, and conduct and control the acts defense and settlement of any suit or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Partyaction which is covered by Indemnitor’s fraud, willful misconduct or gross negligenceindemnity. If this Section 5 or any portion hereof Indemnitee shall be invalidated on any ground render all cooperation and assistance reasonably requested by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability Indemnitor and Indemnitor will keep Indemnitee fully apprised of the Asset or as to the performance status of any third party engaged Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the Property Manager defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. (d) The Property Manager may rely upon and . Unless Indemnitee waives the indemnity hereunder, in no event shall be protected in acting or refraining from action upon any instruction fromIndemnitee, or document signed by, any authorized person as part of the Company settlement of any claim or other person reasonably believed proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the Property Manager consent of the Indemnitor (such consent not to be authorized to give unreasonably withheld or sign the same whether or not the authority of such person is then effectivedelayed).

Limitation of Liability; Indemnification. (a) None 7.1 Except for breach of confidentiality obligations as provided for in Section 11, the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) Manager shall not be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any lossesexpenses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgmentsdemands, costs charges and expenses claims of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees any legal expenses and disbursementscosts and expenses relating to investigating or defending any demands, charges and claims) and amounts paid in settlement (collectively, “Losses”) by or with respect to which such person may become subject in connection with any matter arising out of or in connection with this Agreementthe Account, except to the extent that any such Loss results solely from Losses are the acts result of an act or omissions omission taken or omitted by the Manager during the term of a Managing Party that have been determined in a finalthe Agreement hereunder which constitutes gross negligence, non-appealable decision of a court, arbitrator bad faith or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct with respect to the Manager’s obligations hereunder (including its obligations to select and execute transactions in accordance with the Guidelines as described in Section 1 hereof or gross negligenceif the Manager accepted instructions which do not correspond to terms of Section 8 of this Agreement), with respect to which the Manager shall remain liable. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdictionWithout limitation, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that Manager shall not have been invalidated. breached any obligation to the Account and shall incur no liability for Losses resulting from (ci) The Property the actions of the Beneficiary or Trustee or other agents, following directions of the Beneficiary or the Manager’s failure to follow unlawful or unreasonable directions of the Beneficiary or (ii) force majeure or other events beyond the control of the Manager, including, without limitation, any failure, default or delay in performance resulting from computer failure, breakdown in communications or market disruptions not reasonably within the control of the Manager. No warranty is given by the Manager gives no warranty as to the performance or profitability of the Asset Account or any part thereof or that the investment objectives of the Account, including, without limitation, its risk control or return objectives, will be successfully accomplished, and the Manager shall have no liability in respect of any Losses arising as a result of a change in market conditions, unless resulting from the Manager’s gross negligence, bad faith or willful misconduct (with respect to which the Manager shall remain liable). Where the investment objective of the Account refers to a benchmark index as set out in the Guidelines, for the avoidance of doubt the Manager will not be obliged to manage the Account in accordance with the composition of that index, but will be subject at all times to the performance Investment Guidelines. 7.2 The Grantor shall reimburse, indemnify and hold harmless the Manager, its affiliates and their directors, officers and employees and any person controlled by or controlling the Manager (collectively, the “indemnitees”) for, from and against any and all Losses (i) relating to this Agreement or the Account arising out of any third party engaged by misrepresentation or act or omission or alleged act or omission on the Property Manager hereunderpart of the Beneficiary, the Trustee or any of their agents or (ii) arising or relating to any demand, charge or claim in respect of an indemnitee’s acts, omissions, transactions, duties, obligations or responsibilities arising pursuant to this Agreement, unless such demand, charge or claim results from the Manager’s gross negligence, bad faith or willful misconduct or such indemnitee shall have settled such demands, charges and claims without the Beneficiary’s consent. (d) The Property 7.3 Nothing in this Agreement shall exclude or restrict any duty or liability to the Beneficiary which the Manager may rely upon have under applicable laws, rules or regulations. Additionally, U.S. federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement shall be protected in acting constitute a waiver or refraining from action upon limitation of any instruction from, rights that the Beneficiary may have under any applicable U.S. federal or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectivestate securities laws.

Limitation of Liability; Indemnification. (a) None of the Property Manager, ERC and its affiliates, or any of their respective directors, members, stockholders, partners, officers, agents and employees or controlling persons (collectively, “Managing Parties”each an "ERC Indemnified Person") shall be liable liable, responsible or accountable in damages to Evercel for or in connection with any of the Company for (i) Services rendered pursuant to this Agreement by any act or omission performed or failed ERC Indemnified Person in good faith and in a manner reasonably believed by such ERC Indemnified Person to be performed within the scope of the authority granted to ERC by any Managing Party (other than any criminal wrongdoing) arising from the exercise this Agreement, except for acts or omissions constituting gross negligence or willful misconduct of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due ERC Indemnified Person. Evercel agrees to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties hold harmless each ERC Indemnified Person from and against any and all claims, losses, damagescauses of action, liabilities, judgments, costs damages and expenses liabilities (including, without limitation, including all reasonable attorneys’ fees and disbursements' fees) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with Services rendered or to be rendered by any ERC Indemnified Person pursuant to this Agreement or any act or omission performed or omitted by any ERC Indemnified Person in good faith on behalf of Evercel and in a manner reasonably believed by such ERC Indemnified Person to be within the scope of the authority granted to ERC by this Agreement, except that ERC Indemnified Persons shall not be entitled to the extent that be indemnified in respect of any such Loss results solely from the acts loss, damage or omissions claim incurred by reason of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator gross negligence or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligenceof any ERC Indemnified Person. If this Section 5 or ERC agrees to indemnify and hold harmless Evercel and each of its directors, officers, agents and employees from and against any portion hereof shall be invalidated on any ground by a court and all claims, losses, causes of competent jurisdictionaction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. damages and liabilities (cincluding all reasonable attorneys' fees) The Property Manager gives no warranty as to the performance or profitability arising out of the Asset gross negligence or as to the performance willful misconduct of any third party engaged by ERC Indemnified Person in connection with the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting Services rendered or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized rendered pursuant to give or sign the same whether or not the authority of such person is then effectivethis Agreement.

Limitation of Liability; Indemnification. (a) None Each Fund represents and warrants to the Distributor that the Registration Statement contains, and that the Prospectus at all times will contain, all statements required by the Securities Act and the Rules of the Property ManagerSecurities and Exchange Commission (the "Commission"), will in all material respects conform to the applicable requirements of the Securities Act and the Rules of the Commission and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty in this Section 8 shall apply to statements or omissions made in reliance upon and in conformity with written information furnished to each Fund by or on behalf of the Distributor expressly for use in the Registration Statement or Prospectuses. (b) The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor's cumulative liability to a Fund and any person or entity claiming through a Fund for all losses, claims, suits, controversies, breaches and damages of any nature whatsoever arising out of or relating to this Agreement, and regardless of the form of action or legal theory, shall not exceed an amount equal to the greatest amount of fees received by the Distributor for services provided under this Agreement during a particular six (6) consecutive month period. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of a Fund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Distributor. Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (c) Each Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or liabilities are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of the Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the shares under the securities or blue sky laws thereof ("Blue Sky application") or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, for any legal or other expenses reasonably incurred by the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky application with respect to the Fund in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Distributor specifically for inclusion therein or arising therefromout of the failure of the Distributor to deliver a current Prospectus. (d) A Fund shall not indemnify any person pursuant to this Section 8 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his or her willful misfeasance, bad faith or gross negligence in the performance of his or her duties, or his or her reckless disregard of any obligations and duties, under this Agreement ("disabling conduct") or, in the absence of criminal wrongdoingsuch a decision, willful misfeasance or gross negligence on a reasonable determination (based upon a review of the part facts) that such person was not liable by reason of such Managing Party, disabling conduct has been made by the vote of a majority of a quorum of the Directors of a Fund who are neither "interested persons" of the Fund (iias defined in the Investment Company Act) any tax liability imposed on nor parties to the Company or the Assetproceeding, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Companyby independent legal counsel in a written opinion. (be) To the fullest extent permitted by applicable law, the Company The Distributor will indemnify and hold harmless each applicable Fund and each of its several officers and Directors, and any person who controls the Property Manager Fund within the meaning of Section 15 of the Securities Act, from and its Managing Parties against any and all losses, damagesclaims, damages or liabilities, judgmentsjoint or several, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in connection respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with any matter arising out of or information furnished in connection with this Agreement, except writing to the extent that Fund or any of its several officers and Directors by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, Directors and such controlling persons for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such Loss results solely from the acts action, proceeding or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedclaim. (cf) The Property Manager gives no warranty as to the performance or profitability This Section 8 shall survive any termination of the Asset or as to the performance of any third party engaged by the Property Manager hereunderthis Agreement. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property ManagerExcept as otherwise provided by law, LEX and its parent company, affiliates, or any of and their respective respec- tive officers, directors, membersmanaging partners, stockholdersem- ployees, and agents (the “Disclaimed Parties”) shall not be liable for any expenses, losses, dam- ages, liabilities, demands, charges, claims, penal- ties, fines and excise taxes of any kind or nature (including legal expenses and reasonable attor- neys’ fees) (“Losses”) by or with respect to any matters pertaining to you or your account, except to the extent that such Losses are actual Losses and are determined by a court of competent juris- diction or an arbitration panel in a final non-ap- pealable judgment or order to have resulted solely from the Disclaimed Parties gross negli- gence or willful misconduct. In addition, you agree that LEX and its partners, managing direc- tors, officers, directors, employees or controlling persons and agents (collectively, “Managing Indemnified Parties”) shall be liable have no liability for, and you agree to the Company for indemnify, defend and hold harmless Indemnified Parties from, all Losses that result from: (i) any act your or omission performed your agent’s misrepresentations or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunderalleged misrepresenta- tions, or for any losses, claims, costs, damages, acts or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, omissions; (ii) any tax liability imposed on the Company Indemnified Par- ties following your or the Asset, your agent’s directions or failing to follow your or your agent’s unlawful or unreasonable directions; or (iii) the failure by any losses due person not controlled by the Indemnified Parties and their affiliates to the actions or omissions of the Company or perform any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted obligations to you. You also agree that Indemnified Parties will, except as required by applicable law, regulation or rule of applicable self-regulatory organiza- tions, have no responsibility or liability to you in connection with the Company will indemnify the Property Manager and its Managing Parties against performance or non-perfor- xxxxx by any and all lossesexchange, damagesclearing organization, liabilities, judgments, costs and expenses or other third-party (including, without limitation, reasonable attorneys’ fees other clearing firms, banks and disbursementsbrokers) or any of their respective agents or affiliates, of its or their obligations relative to any activity in your ac- count. Further, if you authorize or allow third- parties to gain access to LEX’s services, including your accounts, you will defend and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with indemnify LEX against any matter losses arising out of claims or in connection with this Agreement, except suits by such third-parties based upon or relating to the extent that any such Loss results solely from the acts or omissions access and use. LEX does not warrant against loss of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 use or any portion hereof shall be invalidated on direct, indirect or con- sequential damages or losses to you caused by you your assent, expressed or implied, to a third- party accessing your Account or information, in- cluding access provided through any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedother third- party systems or sites. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest full extent permitted by applicable law, the Company will indemnify the Property Manager Administrator (and its Managing Parties officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, its members) shall not be liable to the Fund or its shareholders for any act or omission by the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation its members) in connection with the performance of any of its duties or obligations under this Agreement or otherwise acting as administrator for the Fund, and the Fund shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts reasonably paid in settlement settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (collectively, “Losses”including an action or suit by or in the right of the Fund or its security holders) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to otherwise based upon the performance of any third party engaged of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Fund. Notwithstanding the preceding sentence of this Article IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the Property Manager hereunderSEC or its staff thereunder). (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #JORDANPSA10 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section 5 that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #JORDANPSA10 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #RUTHGEHRIGBALL Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section 5 that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #RUTHGEHRIGBALL Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #91MV1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #91MV1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None The members of the Property ManagerBoard, its affiliates, the Committee and the Claims Administrator shall have no liability with respect to any action or omission made by them in good faith or from any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for action made in reliance on (i) the advice or opinion of any act accountant, legal counsel, medical adviser or omission performed other professional consultant or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions resolutions of the Company Board certified by the secretary or any brokers or other current or former agents or advisers assistant secretary of the Company. Each member of the Board, the Committee, the Claims Administrator and each employee to whom are delegated duties, responsibilities and authority with respect to the Plan shall be indemnified, defended, and held harmless by the Company and its successors against all claims, liabilities, fines and penalties and all expenses (including but not limited to attorneys’ fees) reasonably incurred by or imposed on such member of the Board, the Committee, the Claims Administrator and each employee to whom such duties, responsibilities and authorities are delegated that arise as a result of his, her or its actions or failure to act in connection with the operation and administration of the Plan, to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty or expense is not paid for by liability insurance purchased by or paid for by the Company (or any of the other companies in the Company Group). Notwithstanding the foregoing, the Company shall not indemnify any person for any such amount incurred through any settlement or compromise of any action unless the Company consents in writing to such settlement or compromise. (b) To the extent applicable, the Company will continue to cover each Participant under its directors’ and officers’ insurance policy following the applicable Termination Date for a period of time equal to the applicable statute of limitations. The Company shall indemnify and hold each Participant harmless to the fullest extent legally permitted or authorized by the Company’s by-laws or by applicable law, the Company will indemnify the Property Manager and its Managing Parties against in respect of any and all lossesliability, damagesdamage, liabilities, judgments, costs and expenses cost or expense (including, without limitation, including reasonable attorneys’ fees fees) actually and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject reasonably incurred in connection with the defense of any matter arising out claim, action, suit or proceeding to which the Participant is a party by reason of the Participant’s being or in connection with this Agreementhaving been an officer or director of the Company or any subsidiary or affiliate, except to or the extent that any Participant’s serving or having served at the request of such Loss results solely from the acts other entity as a director, officer, employee or omissions agent of another corporation or of a Managing Party that have been determined in a finalpartnership, non-appealable decision of a courtjoint venture, arbitrator trust, business organization, enterprise or other tribunal entity, including service with respect to employee benefit plans. Without limiting the generality of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdictionthe foregoing, the Company shall nevertheless indemnify pay the Managing Party for expenses (including reasonable attorneys’ fees) actually and reasonably incurred in defending any Losses incurred to the full extent permitted by any applicable portion such claim, action, suit or proceeding in advance of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability its final disposition, upon receipt of the Asset or as Participant’s undertaking to repay all amounts advanced unless it is ultimately determined that the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager Participant is entitled to be authorized to give or sign the same whether or not the authority of such person is then effectiveindemnified under this Section.

Limitation of Liability; Indemnification. 6.1 The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on the Distributor’s part in the performance of its duties, from breach of its obligations under this Agreement, or from the Distributor’s failure to comply with laws, rules, and regulations applicable to it in connection with the distribution of the Shares. The Company agrees to indemnify, defend and hold harmless the Distributor, its several officers and employees, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and employees, or any such controlling person, may incur (a) None as the result of acting as distributor of the Property ManagerCompany and entering into selling agreements, its affiliates, shareholder servicing agreements or any similar agreements with financial intermediaries on behalf of their respective directors, members, stockholders, partners, officers, employees the Company; (b) arising out of or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for based upon (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunderuntrue statement, or for any lossesalleged untrue statement, claims, costs, damages, or liabilities arising therefrom, of a material fact contained in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing PartyRegistration Statement, (ii) any tax liability imposed on omission, or alleged omission, to state a material fact required to be stated in the Company Registration Statement or necessary to make the Asset, statements therein not misleading or (iii) any losses due Company-related advertisement or sales literature not provided to Distributor by Company or its agent for review and approval hereunder or any such material not approved by Distributor that contains 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 therein to make the statements therein not misleading, notwithstanding the exercise of reasonable care in the preparation or review thereof by the Distributor; or (c) arising out of or based upon the electronic processing of orders over the internet at the Company’s request. Notwithstanding the foregoing the Company’s agreement to indemnify the Distributor, its officers or employees, and any such controlling person shall not be construed to cover any claims, demands, liabilities or expenses arising out of or based upon (a) any statements or representations as are contained in any Prospectus, advertisement or sales literature as are furnished in writing to the actions Company by the Distributor for use in the Registration Statement or omissions of in corresponding statements made in the Company Prospectus, advertisement or sales literature, or any brokers omission to state a material fact required to be stated in such materials that would be necessary to make the information therein not misleading, or other current or former agents or advisers of the Company. (b) To (i) the fullest willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties under this Agreement or the Distributor’s reckless disregard of its obligations and duties under this Agreement, or (ii) to the extent permitted that such liability arises from an event or transaction over which the Distributor exercises the primary control and responsibility, the negligence of the Distributor in the performance of its duties under this Agreement. 6.2 In the event of a formal legal action against the Distributor, its officers or employees, or any such controlling person which involves a claim or demand eligible for indemnification under Section 6.1, the Distributor shall provide the Company with written notice of the action, identifying the persons against whom such action is brought, promptly following receipt of service of the summons or other first legal process, and in any event within ten (10) days of such receipt. The Company will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability if such defense shall be conducted by applicable lawcounsel of good standing chosen by the Company and approved by the Distributor, which approval shall not be unreasonably withheld. In the event any such claim, demand or liability is not heard solely on an alleged misstatement, omission or wrongful act on the Company’s part, the Distributor shall have the right to participate in the defense. In the event the Company elects to assume the defense of any such suit and retain counsel of good standing so approved by the Distributor, the Distributor and any other defendants in such suit shall bear the fees and expenses of any additional counsel retained by them; but in any case where the Company does not elect to assume the defense of any such suit or in case the Distributor reasonably withholds approval of counsel chosen by the Company, the Company will indemnify reimburse the Property Manager Distributor, its officers, employees, and controlling persons named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a claim, demand, liability or expense covered under this Section. The Company’s indemnification agreement contained in this Section shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its Managing Parties officers and employees, or any controlling person, and shall survive the delivery of any Shares. 6.3 The Distributor agrees to indemnify, defend and hold harmless the Company, its several officers and Directors, and any person who controls the Company within the meaning of Section 15 of the Securities Act, from and against any and all lossesclaims, damagesdemands, liabilities, judgments, costs liabilities and expenses (includingincluding the reasonable costs of investigating or defending such claims, without limitationdemands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Company, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which its officers or Directors or any such controlling person may become subject in connection with any matter incur (a) arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in connection with information furnished in writing by the Distributor to the Company and used in the Registration Statement or in the corresponding statements made in the Prospectus or in any advertisement or sales literature or any omission to state a material fact required to be stated in such materials that would be necessary to make the information therein not misleading, (b) (i) the willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties under this Agreement or the Distributor’s reckless disregard of its obligations and duties under this Agreement, except or (ii) to the extent that such liability arises from an event or transaction over which the Distributor exercises the primary control and responsibility, the negligence of the Distributor in the performance of its duties under this Agreement, or (c) the Distributor’s failure to comply with laws applicable to it in connection with its activities hereunder. 6.4 In the event of a formal legal action against the Company, its officers or Directors, or any such Loss results solely from the acts controlling person which involves a claim or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this demand eligible for indemnification under Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction6.3, the Company shall nevertheless indemnify provide the Managing Party for Distributor with written notice of the action, identifying the persons against whom such action is brought, promptly following the receipt of service of the summons or other first legal process, and in any Losses incurred event within ten (10) days of such receipt. The Distributor will be entitled to assume the full extent permitted defense of any suit brought to enforce any such claim, demand or liability if such defense shall be conducted by counsel of good standing chosen by the Distributor and approved by the Company, which approval shall not be unreasonably withheld. In the event any such claim, demand or liability is not based solely on an alleged misstatement, omission or wrongful act on the Distributor’s part, the Company shall have the right to participate in the defense. In the event the Distributor elects to assume the defense of any such suit and retain counsel of good standing so approved by the Company, the Company and any other defendants in such suit shall bear the fees and expenses of any additional counsel retained by any applicable portion of this Section that shall them; but in any case where the Distributor does not have been invalidated. (c) The Property Manager gives no warranty as elect to assume the performance or profitability of the Asset or as to the performance defense of any third party engaged such suit or in case the Company reasonably withholds approval of counsel chosen by the Property Manager hereunder. (d) The Property Manager may rely upon Distributor, the Distributor will reimburse the Company, its officers, directors, employees and shall be protected controlling persons named as defendants in acting or refraining from action upon such suit, for the reasonable fees and expenses of any instruction from, or document signed by, any authorized person of counsel retained by the Company or other person reasonably believed them to the extent related to a claim, demand, liability or expense covered under this Section. The Distributor’s indemnification agreement contained in this Section shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Property Manager to be authorized to give Company, its officers and employees, or sign any controlling person, and shall survive the same whether or not the authority delivery of such person is then effectiveany Shares.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #KAWHIBASKET Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section 5 that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #KAWHIBASKET Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Collection Drop 004 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Collection Drop 004 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #90ME1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #90ME1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None To the maximum extent permitted under the Act and other applicable law, no Member, Director or Officer shall be personally liable for any debt, obligation or liability of the Property ManagerCompany merely by reason of being a Member, its affiliatesDirector or Officer. Furthermore, or any to the maximum extent permitted under the Act, the liability of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) Directors and Officers shall be eliminated, and no Director or Officer shall be personally liable to the Company or its Members for monetary damages for, any action taken, or any failure to take action, as a Director or Officer, except for liability for any of the following: a. The amount of a financial benefit received by the Director or Officer to which the Director or Officer is not entitled; b. An intentional infliction of harm on the Company or its Members; c. A violation of Section 807 of the Act; d. An intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (iin the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any act or omission performed or failed omitted to be performed by such Director or Officer, in connection with the business of the Company, including reasonable attorneys' fees incurred by such Director in connection with the defense of any Managing Party (action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefromapplicable law, in the absence event of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted action by applicable law, the Company will indemnify the Property Manager and its Managing Parties a Unit Holder against any and all lossesDirector or Officer, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of including a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdictionderivative suit, the Company shall nevertheless indemnify indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Director or Officer, including reasonable attorneys' fees incurred in the Managing Party for any Losses incurred defense of such action. Notwithstanding the foregoing provisions, no Director or Officer shall be indemnified by the Company to the full extent permitted prohibited or limited by any applicable portion of this Section that shall not have been invalidated. (c) the Act. The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance Company may purchase and maintain insurance on behalf of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected Director or Officer in acting his or refraining from action upon her official capacity against any instruction fromliability described in this Section, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of Company would otherwise be required to indemnify such person is then effectiveDirector or Officer against such liability.

Limitation of Liability; Indemnification. In the absence of (a) None of the Property Managerwillful misfeasance, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance bad faith or gross negligence on the part of such Managing Partythe Administrator in the performance of its obligations and duties hereunder, (iib) any tax liability imposed on reckless disregard by the Company or the AssetAdministrator of its obligations and duties hereunder, or (iiic) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act), the Administrator shall not be subject to any liability whatsoever to the Fund, or to any shareholder for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses due to that may be sustained in connection with the actions purchase, holding, redemption or omissions sale of any security on behalf of the Company or any brokers or other current or former agents or advisers of the CompanyFund. (ba) To the fullest extent permitted by applicable law, the Company will Fund shall, subject to Section 3(c) of this Agreement, indemnify the Property Manager Administrator (including for this purpose each officer, director, shareholder, member, principal, partner, manager, employee or agent of, any person who controls, is controlled by or is under common control with, or any other person designated by the Administrator as an indemnitee (as defined herein) on behalf of the Fund, the Administrator, and its Managing Parties their respective executors, heirs, assigns, successors or other legal representatives (each such person, including the Administrator, being referred to as an “indemnitee”)) against any and all losses, claims, damages, liabilities, judgments, costs and expenses (includingarising by reason of being or having been Administrator to the Fund, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid or the past or present performance of services to the Fund in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection accordance with this AgreementAgreement by the indemnitee, except to the extent that any such Loss results solely from the acts loss, claim, damage, liability, cost or omissions of a Managing Party that have expense has been finally determined in a finaljudicial decision on the merits from which no further appeal may be taken in any action, non-appealable decision of a courtsuit, arbitrator investigation or other tribunal of competent jurisdiction proceeding to have resulted primarily from such Managing Party’s fraudbeen incurred or suffered by the indemnitee by reason of willful misfeasance, willful misconduct or bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office. If These losses, claims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the indemnitee may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter. The rights of indemnification provided under this Section 5 or 3 are not to be construed so as to provide for indemnification of an indemnitee for any portion hereof liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that indemnification would be in violation of applicable law, but shall be invalidated on any ground by a court of competent jurisdiction, construed so as to effectuate the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion provisions of this Section 3. (b) Expenses, including counsel fees and expenses, incurred by any indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 3(a) of this Agreement, so long as (i) the indemnitee provides security for the undertaking, (ii) the Fund is insured by or on behalf of the indemnitee against losses arising by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the trustees of the Fund who are not “interested persons” (as that term is defined in the Investment Company Act) of the Fund (“Independent Trustees”) (excluding any trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall not have been invalidatedbe entitled to indemnification. (c) The Property Manager gives no warranty as As to the performance disposition of any action, suit, investigation or profitability other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an indemnitee is liable to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Asset duties involved in the conduct of the indemnitee’s office, indemnification shall be provided in accordance with Section 3(a) of this Agreement if (i) approved as in the best interests of the Fund by a majority of the Independent Trustees (excluding any Board trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Fund and that the indemnitee is not liable to the performance Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office or (ii) the Board trustees secure a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the indemnitee against any third party engaged liability to the Fund or its shareholders to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Property Manager hereunderduties involved in the conduct of the indemnitee’s office. (d) The Property Manager may rely upon and Any indemnification or advancement of expenses made in accordance with this Section 3 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 3, it shall be protected a defense that, and in acting any suit in the name of the Fund to recover any indemnification or refraining advancement of expenses made in accordance with this Section 3 the Fund shall be entitled to recover the expenses upon a final adjudication from action upon which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 3. In any instruction fromsuit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 3, the burden of proving that the indemnitee is not entitled to be indemnified, or document signed byto any indemnification or advancement of expenses, under this Section 3 shall be on the Fund (or on any authorized person shareholder acting derivatively or otherwise on behalf of the Company Fund or its shareholders). (e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 3 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no shareholder shall be personally liable with respect to any such claim for indemnification or advancement of expenses. (f) The rights of indemnification provided in this Section 3 shall not be exclusive of or affect any other rights to which any person reasonably believed may be entitled by contract or otherwise under law. Nothing contained in this Section 3 shall affect the Property Manager power of the Fund to be authorized to give purchase and maintain liability insurance on behalf of the Administrator or sign the same whether or not the authority of such person is then effectiveany indemnitee.

Limitation of Liability; Indemnification. (a) None To the maximum extent permitted under the Act and other applicable law, no Member or Director of the Property ManagerCompany shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its affiliates, Members for monetary damages; provided that this provision shall not eliminate or limit the liability of a Director for any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for following: (i) a breach of the duty of loyalty; (ii) a financial benefit received by the Director to which the Director is not entitled; (iii) a breach of a duty under Section 489.406 of the Act; (iv) intentional infliction of harm on the Company or a Member; or (v) an intentional violation of criminal law.. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or officer relating to any liability or damage incurred by reason of any act or omission performed or failed omitted to be performed by such Director or officer in connection with the business of the Company, including reasonable attorneys' fees incurred by such Director or officer in connection with the defense of any Managing Party (action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefromapplicable law, in the absence event of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted action by applicable law, the Company will indemnify the Property Manager and its Managing Parties a Unit Holder against any and all lossesDirector, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of including a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdictionderivative suit, the Company shall nevertheless indemnify indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys' fees incurred in the Managing Party for any Losses incurred defense of such action. Notwithstanding the foregoing provisions, no Director shall be indemnified by the Company to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. prohibited or limited (c) The Property Manager gives no warranty as but only to the performance or profitability of extent limited) by the Asset or as to the performance Act. The Company may purchase and maintain insurance on behalf of any third party engaged Person in such Person's official capacity against any liability asserted against and incurred by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected such Person in acting or refraining arising from action upon any instruction fromthat capacity, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectiveCompany would otherwise be required to indemnify the Person against the liability.

Limitation of Liability; Indemnification. (a) None To the maximum extent permitted under the Act and other applicable law, no Member, Director or Officer shall be personally liable for any debt, obligation or liability of the Property ManagerCompany merely by reason of being a Member, its affiliatesDirector or Officer. Furthermore, or any to the maximum extent permitted under the Act, the liability of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) Directors and Officers shall be eliminated, and no Director or Officer shall be personally liable to the Company or its Members for (i) monetary damages for, any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunderaction taken, or any failure to take action, as a Director or Officer, except for liability for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable lawfollowing, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from determined by final adjudication on the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground merits by a court of competent jurisdiction: a. The amount of a financial benefit received by the Director or Officer to which the Director or Officer is not entitled; b. An intentional infliction of harm on the Company or its Members; c. An intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, the Liquidator, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Director or Officer, in connection with the business of the Company, including reasonable attorneys' fees incurred by such Director in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director or Officer, including a derivative suit, the Company shall nevertheless indemnify indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Director or Officer, including reasonable attorneys' fees incurred in the Managing Party for any Losses incurred defense of such action. Notwithstanding the foregoing provisions, no Director or Officer shall be indemnified by the Company to the full extent permitted prohibited or limited by any applicable portion of this Section that shall not have been invalidated. (c) the Act. The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance Company may purchase and maintain insurance on behalf of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected Director or Officer in acting his or refraining from action upon her official capacity against any instruction fromliability described in this Section, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of Company would otherwise be required to indemnify such person is then effectiveDirector or Officer against such liability.

Limitation of Liability; Indemnification. (a) None The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Property ManagerFund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or liabilities arising therefrom, are based upon any untrue statement or alleged untrue statement of a material fact contained in the absence Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of criminal wrongdoingthe Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application") or arise out of, willful misfeasance or gross negligence on are based upon, the part of such Managing Party, omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any tax liability imposed on the Company or the Assetarise out of, or (iii) are based upon, any losses due to the actions or omissions breach of the Company representations, warranties or any brokers or other current or former agents or advisers covenants of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid Fund contained in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement; provided, except however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any such Loss results solely from untrue statement, alleged untrue statement, or omission or alleged omission made in the acts or omissions of a Managing Party that have been determined in a finalRegistration Statement, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 the Prospectus or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred Blue Sky Application with respect to the full extent permitted by Fund in reliance upon and in conformity with any applicable portion Agent Provided Information, or arising out of this Section that shall not have been invalidatedthe failure of the Distributor or any sub-placement agent to deliver a current Prospectus. (c) The Property Manager gives no warranty Distributor will indemnify and hold harmless the Fund and its several officers and trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the performance Fund or profitability any of its several officers by or on behalf of the Asset Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, trustees and such controlling persons for any legal or as other expenses reasonably incurred by any of them in investigating, defending or preparing to the performance of defend any third party engaged by the Property Manager hereundersuch action, proceeding or claim. (d) An indemnified person under this Section 8 (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a "Claim"), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Property Manager may rely upon Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person at the expense of the Company Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or other person reasonably believed (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the Property Manager to same counsel would be authorized to give or sign the same inappropriate under applicable standards of professional conduct (whether or not such representation by the authority same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (f) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law. (g) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party, on the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8(g). No person is then effectiveguilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement against any loss, claim, liability, expense or damage arising by reason of such person's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of such person's reckless disregard of such person's obligations and duties thereunder. (i) The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, trustees or officers or any person (including each officer or trustee of such person) who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Distributor, its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. (j) IN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Series #1 Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None 8.1 Except for a breach of confidentiality obligations as provided for in Section 12, the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) Manager shall not be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any lossesexpenses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgmentsdemands, costs charges and expenses claims of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees any legal expenses and disbursementscosts and expenses relating to investigating or defending any demands, charges and claims) and amounts paid in settlement (collectively, collectively “Losses”) by or with respect to which such person may become subject in connection with any matter arising out of or in connection with this Agreementthe Account, except to the extent that any such Loss results solely from Losses are the acts result of an act or omissions omission taken or omitted by the Manager during the term of a Managing Party that have been determined in a finalthe Agreement hereunder which constitutes gross negligence, non-appealable decision of a court, arbitrator bad faith or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct with respect to the Manager’s obligations hereunder (including its obligations to select and execute transactions in accordance with the Guidelines as described in Section 2 hereof or gross negligenceif the Manager accepted instructions which do not correspond to terms of Section 9 of this Agreement), with respect to which the Manager shall remain liable. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdictionWithout limitation, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that Manager shall not have been invalidated. breached any obligation to the Customer and shall incur no liability for Losses resulting from (ci) The Property the actions of the Customer or its Custodian or other agents, following directions of the Customer or the Manager’s failure to follow unlawful or unreasonable directions of the Customer or (ii) force majeure or other events beyond the control of the Manager, including, without limitation, any failure, default or delay in performance resulting from computer failure, breakdown in communications or market disruptions not reasonably within the control of the Manager. No warranty is given by the Manager gives no warranty as to the performance or profitability of the Asset Account or any part thereof or that the investment objectives of the Account, including, without limitation, its risk control or return objectives, will be successfully accomplished, and the Manager shall have no liability in respect of any Losses arising as a result of a change in market conditions, unless resulting from the Manager’s gross negligence, bad faith or willful misconduct (with respect to which the Manager shall remain liable). Where the investment objective of the Account refers to a benchmark index, for the avoidance of doubt the Manager will not be obliged to manage the Account in accordance with the composition of that index, but will be subject at all times to the performance Investment Guidelines. 8.2 The Customer shall reimburse, indemnify and hold harmless the Manager, its affiliates and their directors, officers and employees and any person controlled by or controlling the Manager (collectively, the “indemnitees”) for, from and against any and all Losses (i) relating to this Agreement or the Account arising out of any third party engaged by misrepresentation or act or omission or alleged act or omission on the Property Manager hereunderpart of the Customer, the Custodian or any of their agents or (ii) arising or relating to any demand, charge or claim in respect of an indemnities’ acts, omissions, transactions, duties, obligations or responsibilities arising pursuant to this Agreement, unless such demand, charge or claim results from the Manager’s gross negligence, bad faith or willful misconduct or such indemnitees shall have settled such demands, charges and claims without the Customer’s consent. (d) The Property 8.3 Nothing in this Agreement shall exclude or restrict any duty or liability to the Customer which the Manager may rely upon have under MiFID or the Financial Services and shall be protected in acting or refraining from action upon any instruction fromMarkets Xxx 0000, as amended, or document signed byany rules regulations made under it, including the Rules. Additionally, U.S. federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement shall constitute a waiver or limitation of any authorized person of rights that the Company Customer may have under any applicable U.S. federal or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectivestate securities laws.

Limitation of Liability; Indemnification. (a) None of the Property ManagerThe Company shall indemnify and hold harmless Consultant, its affiliatesmembers, or any directors, officers, employees and affiliates (other than the Company) and each of their respective officers, directors, employees, partners, members, stockholders, partnerscounsel, officersconsultants, employees or controlling persons accountants, advisors, financing sources, agents, and representatives (collectivelyeach, an “Managing PartiesIndemnified Person”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all lossesloss, damagesliability, liabilitiesclaim, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement damage or expense (collectively, “Losses”), and shall promptly reimburse each Indemnified Person for all fees and out-of-pocket expenses (including the reasonable fees and expenses of counsel) to which such person may become subject (collectively, “Expenses”) incurred in connection with any matter claim, action, suit, proceeding or investigation (“Actions”), arising out of of, relating to, or in connection with the Services provided or to be provided by Consultant hereunder or this Agreement; provided, except to however, that the extent Company shall not be responsible for any Losses or Expenses of any Indemnified Person that any such Loss results solely from the acts or omissions are determined by a judgment of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal court of competent jurisdiction that is no longer subject to appeal or further review or a settlement to which Consultant has consented in writing to have resulted primarily from such Managing PartyIndemnified Person’s fraudbad faith, gross negligence or willful misconduct in connection with the Services or a breach of this Agreement by Consultant, to the extent that such Losses or Expenses are so determined to have resulted from such bad faith, gross negligence or willful misconduct or breach. The Company shall not be liable for any settlement, compromise, or entry of judgment of any Action defended by the Indemnified Person effected or entered into without its prior written consent, such consent not to be unreasonably withheld. (b) In the event the foregoing indemnity is unavailable to an Indemnified Person, the Company shall contribute to the Losses and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits received by the Company, on the one hand, and by Consultant, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by the applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and Consultant, on the other hand, in connection with the matters as to which such Losses or Expenses relate, as well as any other relevant equitable considerations; provided, however, that in no event shall the Indemnified Persons be required to contribute an amount in excess of the Transaction Fee. (c) The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any of their respective officers, directors, employees, members, partners, security holders, creditors or representatives or agents arising out of, relating to, or in connection with the Services or this letter agreement except for Losses and Expenses that are determined by a judgment of a court of competent jurisdiction that is no longer subject to appeal or further review or a settlement to which Consultant has consented in writing to have resulted primarily from such Indemnified Person’s bad faith, gross negligence. negligence or willful misconduct in connection with the Services or a breach of this Agreement, to the extent such Losses or Expenses are so determined to have resulted from such bad faith, gross negligence or willful misconduct or breach. (d) If any provision of this Section 5 indemnity (or any portion hereof thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be invalidated on held invalid, illegal or unenforceable in any ground respect by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that such invalidity, illegality or unenforceability shall not have been invalidatedaffect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. (ce) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and obligations set forth in this Section 4 shall be protected in acting or refraining from action upon addition to any instruction from, or document signed by, any authorized person of liability the Company or other person reasonably believed its subsidiaries may have to any Indemnified Person at common law, by the Property Manager to be authorized to give contract or sign the same whether or not the authority of such person is then effectiveotherwise.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #JORDANBGS9.5 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section 5 that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #JORDANBGS9.5 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Property ManagerFund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Distributor. Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or liabilities arising therefrom, are based upon any untrue statement or alleged untrue statement of a material fact contained in the absence Registration Statement, the Prospectus or in any application or other document executed by or on behalf of criminal wrongdoingthe Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky application”) or arise out of, willful misfeasance or gross negligence on are based upon, the part of such Managing Party, omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any tax liability imposed on the Company or the Assetarise out of, or (iii) are based upon, any losses due to the actions or omissions breach of the Company representations, warranties or any brokers or other current or former agents or advisers covenants of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid Fund contained in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except and the Fund will reimburse the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, for any documented, reasonable legal or other expenses reasonably incurred by the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, in investigating, defending or preparing to defend any such action, proceeding or claim described above in this Section 8(b); provided, however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any such Loss results solely from untrue statement, alleged untrue statement, or omission or alleged omission made in the acts or omissions of a Managing Party that have been determined in a finalRegistration Statement, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 the Prospectus or any portion hereof shall be invalidated on Blue Sky application with respect to the Fund in reliance upon and in conformity with any ground by Agent Provided Information, or arising out of the failure of the Distributor or any sub-placement agent to deliver a court of competent jurisdictioncurrent Prospectus or to conduct its business in compliance in all material respects with this Agreement and with regulations applicable to it. Notwithstanding anything in this Agreement to the contrary, the Company Fund shall nevertheless indemnify the Managing Party not be liable for any Losses incurred consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Fund. Notwithstanding anything in this Agreement to the full extent permitted by any applicable portion of this Section that contrary, the Fund shall not have been invalidatedbe liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (c) The Property Manager gives no warranty as Fund shall not indemnify any person pursuant to this Section 8 unless the performance court or profitability other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of the Asset his or as to her willful misfeasance, bad faith or gross negligence in the performance of his or her duties, or his or her reckless disregard of any third party engaged obligations and duties, under this Agreement (“disabling conduct”) or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the Property Manager hereundervote of a majority of a quorum of the Directors of the Fund who are neither “interested parties” (as defined in the Investment Company Act) nor parties to the proceeding, or by independent legal counsel in a written opinion. (d) The Property Manager Distributor will indemnify and hold harmless the Fund and its several officers and Directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may rely become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and shall be protected in acting conformity with information furnished to the Fund or refraining from action upon any instruction from, of its several officers and Directors or document signed by, any authorized person counsel by or on behalf of the Company Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, Directors and such controlling persons for any documented, reasonable legal or other person expenses reasonably believed incurred by the Property Manager any of them in investigating, defending or preparing to be authorized to give defend any such action, proceeding or sign the same whether or not the authority claim. (e) This Section 8 shall survive any termination of such person is then effectivethis Agreement.

Limitation of Liability; Indemnification. (a) None The Distributor retains the general rights and responsibilities associated with its employment of wholesalers and other personnel with day to day job responsibilities that are substantially dedicated to the activities (including wholesaling activities) to be performed on behalf of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons Adviser and the Trust (collectively, the “Managing PartiesDistributor-employed Distribution Services Personnel”). With respect to any individuals who are not employed by the Distributor, but who are registered by the Distributor on Form U-4 in order for such individuals (“non-Distributor-employed Distribution Services Personnel”, and together with the Distributor-employed Distribution Services Personnel (whether or not internal or external), collectively, the “Distribution Services Personnel”) to perform activities (including wholesaling activities) on behalf of the Adviser and the Trust, the Distributor shall be liable to have the Company for following rights exercisable at any time within its sole discretion: (i) any act to terminate the registration by filing Form U-5 or omission performed or failed to be performed by any Managing Party (such other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, necessary and appropriate documents; (ii) any tax liability imposed on the Company or the Assetto take disciplinary action, or including, without limitation, making reports to regulatory bodies and authorities; (iii) any losses due to the seek damages for actions taken or omissions of the Company or any brokers or other current or former agents or advisers of the Company. non-Distributor-employed Distribution Services Personnel; (biv) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses to receive information (including, without limitation, reports and certifications) from the Adviser’s Code Compliance Officer and/or Chief Compliance Officer regarding the non-Distributor-employed Distribution Services Personnel’s compliance with the Adviser’s Code of Ethics; and (v) to receive periodic certification from the non-Distributor-employed Distribution Services Personnel regarding his or her compliance with the manuals and policies of the Distributor. In addition, the Adviser shall provide the Distributor with, and the Distributor shall have the right to receive, copies of any reports, complaints, documents or inquiries relating to the performance of the non-Distributor-employed Distribution Services Personnel, and any information that would affect the non-Distributor-employed Distribution Services Personnel’s status of, or information on, his or her Form U-4 registration. For avoidance of confusion, it is expressly agreed and understood that all Distribution Services Personnel, whether or not Distributor-employed Distribution Services Personnel or non-Distributor-employed Distribution Services Personnel, are considered “Wholesaling Personnel” for purposes of the Distribution Agreement, and the Distributor shall be entitled to be compensated and reimbursed with respect to such Distribution Services Personnel, in accordance with the Distribution Agreement. (b) Subject to Section 7(a), the Distributor shall not be liable to the Adviser or the Trust for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees other than the Distribution Services Personnel) of its obligations and duties under this Agreement or the Distribution Agreement. As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Distribution Agreement, the Adviser shall indemnify and hold harmless the Distributor and its employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges and reasonable attorneys’ counsel fees and disbursements) and amounts paid incurred in settlement connection therewith (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with related to the arrangement contemplated under this Agreement and/or the Distribution Agreement, including but not limited to all activities, actions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, except to the extent that any such Loss results solely Losses result from (i) the acts Distributor’s general responsibilities as employer of Distribution Services Personnel, or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud(ii) the bad faith, willful misconduct misfeasance, gross negligence or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged reckless disregard by the Property Manager hereunderDistributor of its express obligations and duties hereunder and/or the Distribution Agreement. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #LEBRONROOKIE Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section 5 that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #LEBRONROOKIE Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest full extent permitted by applicable law, the Company will indemnify the Property Manager Administrator (and its Managing Parties officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation its members) shall not be liable to the Company or its security holders for any act or omission by the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation its members) in connection with the performance of any of its duties or obligations under this Agreement or otherwise acting as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, including reasonable attorneys’ fees and disbursements) and amounts reasonably paid in settlement settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (collectively, “Losses”including an action or suit by or in the right of the Company or its security holders) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to otherwise based upon the performance of any third party engaged by of the Property Manager hereunder. (d) The Property Manager may rely upon and Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Article IV to the contrary, nothing contained herein shall protect or be protected deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in acting or refraining from action upon any instruction from, or document signed byrespect of, any authorized person of liability to the Company or other person reasonably believed its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the Property Manager to be authorized to give SEC or sign the same whether or not the authority of such person is then effectiveits staff thereunder).

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) 7.1 The Manager shall not be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any lossesexpenses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgmentsdemands, costs charges and expenses claims of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees any legal expenses and disbursementscosts and expenses relating to investigating or defending any demands, charges and claims) and amounts paid in settlement (collectively, collectively “Losses”) by or with respect to which such person may become subject in connection with any matter arising out of or in connection with this Agreementthe Account, except to the extent that any such Loss results solely from Losses are the acts result of an act or omissions omission taken or omitted by the Manager during the term of a Managing Party that have been determined in a finalthe Agreement hereunder which constitutes gross negligence, non-appealable decision of a court, arbitrator bad faith or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct with respect to the Manager’s obligations hereunder (including its obligations to select and execute transactions in accordance with the Guidelines as described in Section 1 hereof or gross negligenceif the Manager accepted instructions which do not correspond to terms of Section 8 of this Agreement), with respect to which the Manager shall remain liable. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdictionWithout limitation, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that Manager shall not have been invalidated. breached any obligation to the Customer and shall incur no liability for Losses resulting from (ci) The Property the actions of the Customer or its Custodian or other agents, following directions of the Customer or the Manager’s failure to follow unlawful or unreasonable directions of the Customer or (ii) force majeure or other events beyond the control of the Manager, including, without limitation, any failure, default or delay in performance resulting from computer failure, breakdown in communications or market disruptions not reasonably within the control of the Manager. No warranty is given by the Manager gives no warranty as to the performance or profitability of the Asset Account or any part thereof or that the investment objectives of the Account, including, without limitation, its risk control or return objectives, will be successfully accomplished, and the Manager shall have no liability in respect of any Losses arising as a result of a change in market conditions, unless resulting from the Manager’s gross negligence, bad faith or willful misconduct (with respect to which the Manager shall remain liable). 7.2 The Customer shall reimburse, indemnify and hold harmless the Manager, its affiliates and their directors, officers and employees and any person controlled by or controlling the Manager (collectively, the “indemnitees”) for, from and against any and all Losses (i) relating to this Agreement or the Account arising out of any misrepresentation or act or omission or alleged act or omission on the part of the Customer, the Custodian or any of their agents or (ii) arising or relating to any demand, charge or claim in respect of an indemnitees’ acts, omissions, transactions, duties, obligations or responsibilities arising pursuant to this Agreement, unless such demand, charge or claim results from the Manager’s gross negligence, bad faith or willful misconduct or such indemnitees shall have settled such demands, charges and claims without the Customer’s consent. 7.3 Nothing in this Agreement shall exclude or restrict any duty or liability to the performance Customer which the Manager may have under applicable laws, rules or regulations. Additionally, U.S. federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement shall constitute a waiver or limitation of any third party engaged by rights that the Property Manager hereunderCustomer may have under any applicable U.S. federal or state securities laws. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #82AB1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #82AB1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the #MHQNN Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the #MHQNN Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series Drop 004 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Drop 004 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #88LJ1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #88LJ1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #11 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Series #11 Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 034 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 034 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property ManagerThe Loan Administrator shall not be liable for any expenses, its affiliateslosses, damages, or claims of any of their respective directorskind (including, memberswithout limitation, stockholders, partners, officers, employees or controlling persons legal expenses and expenses relating to investigating and defending any claims) (collectively, “Managing PartiesLosses”) shall be liable by or with respect to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the AssetAccount, or (iii) any losses due except to the actions extent that such Losses are actual Losses (and not incidental or omissions consequential Losses) that are the direct result of an act or omission taken or omitted by the Company Loan Administrator that constitutes fraud, willful misconduct, bad faith or any brokers or other current or former agents or advisers of gross negligence with respect to the CompanyLoan Administrator’s obligations under this Agreement (collectively referred to as “Loan Administrator Breaches”). (b) To the fullest extent permitted by applicable law, the Company will and OFS Capital shall, jointly and severally, indemnify and hold harmless the Property Manager Loan Administrator, its Affiliates, and its Managing Parties their respective officers, employees, directors, agents, stockholders, members and partners (each, an “OFS Indemnified Party”) from and against any and all lossesLosses, damages, liabilities, judgments, costs and will promptly reimburse each such OFS Indemnified Party for all reasonable fees and expenses (including, without limitation, reasonable attorneys’ fees and disbursementsexpenses of counsel) and amounts paid in settlement (collectivelyincurred by an OFS Indemnified Party with respect thereto, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with the Loan Administrator’s provision of loan administration services under this Agreement; provided, except that neither the Company nor OFS Capital shall be so liable to the extent that any such Loss results solely from the acts was caused by or omissions arose out of a Managing Loan Administrator Breach. (c) the Loan Administrator shall indemnify, defend and hold harmless the Company, its Affiliates, and their respective officers, employees, directors, agents, stockholders, members and partners (each, a “Loan Administrator Indemnified Party”) from and against any and all Losses, and will promptly reimburse each such Loan Administrator Indemnified Party for all reasonable fees and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by a Loan Administrator Indemnified Party with respect thereto, to the extent that have been determined such Loss is caused by, or arose out of or in a finalconnection with, non-appealable decision any Loan Administrator Breach; provided, that the Loan Administrator shall not be so liable to the extent that such Loss was caused by or arose out of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Loan Administrator Indemnified Party’s own fraud, bad faith, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and None of the Loan Administrator, OFS Capital or the Company shall be protected in acting liable for any consequential (including loss of profits), incidental, special or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effectivepunitive damages.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 048 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 048 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from material breach or reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Property ManagerFund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or liabilities arising therefrom, are based upon any untrue statement or alleged untrue statement of a material fact contained in the absence Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of criminal wrongdoingthe Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”) or arise out of, willful misfeasance or gross negligence on are based upon, the part of such Managing Party, omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any tax liability imposed on the Company or the Assetarise out of, or (iii) are based upon, any losses due to the actions or omissions material breach of the Company representations, warranties or any brokers or other current or former agents or advisers covenants of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid Fund contained in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement; provided, except however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any such Loss results solely from untrue statement, alleged untrue statement, or omission or alleged omission made in the acts or omissions of a Managing Party that have been determined in a finalRegistration Statement, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 the Prospectus or any portion hereof shall be invalidated on Blue Sky Application with respect to the Fund in reliance upon and in conformity with any ground by Agent Provided Information, or arising out of the failure of the Distributor or any sub-placement agent to deliver a court of competent jurisdictioncurrent Prospectus. Notwithstanding anything in this Agreement to the contrary, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that Fund shall not have been invalidatedbe liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (c) The Property Manager gives no warranty Distributor will indemnify, defend and hold harmless the Fund and its several officers and trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the performance Fund or profitability any of its several officers by or on behalf of the Asset Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, trustees and such controlling persons for any legal or as other expenses reasonably incurred by any of them in investigating, defending or preparing to the performance of defend any third party engaged by the Property Manager hereundersuch action, proceeding or claim. (d) An indemnified person under this Section 8 (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a “Claim”), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Property Manager may rely upon Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person at the expense of the Company Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or other person reasonably believed (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the Property Manager to same counsel would be authorized to give or sign the same inappropriate under applicable standards of professional conduct (whether or not such representation by the authority same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such person action, suit or proceeding on behalf of such Indemnified Party). It is then effective.understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 098 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 098 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #82AV1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #82AV1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #72MC1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #72MC1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #06FS1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #06FS1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 016 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 016 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 057 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 057 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the #KYLBE Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the #KYLBE Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 072 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 072 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 056 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 056 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of To the Property Managerfullest extent permitted by law, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) the Adviser shall not be liable to the Company Client for any expenses, losses, damages, liabilities, demands, charges and claims of any kind or nature whatsoever (iincluding without limitation any reasonable legal expenses and costs and expenses relating to investigating or defending any demands, charges and claims) any (collectively, the “Losses”) by or with respect to an Account, except to the extent that such Losses are actual investment losses which are the direct result of an act or omission performed taken or failed to be performed omitted by any Managing Party (other than any criminal wrongdoing) arising from the exercise Adviser during the term of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or Agreement which constitutes gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due bad faith with respect to the actions Adviser’s obligations under this Agreement or omissions a material breach of this Agreement. Notwithstanding any of the Company foregoing to the contrary, neither the Investment Manager nor any Affiliate shall be relieved of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or any brokers or other current or former agents or advisers of the Companylimited under applicable law. (b) To the fullest extent permitted by applicable law, the Company will Client shall reimburse, indemnify and hold harmless the Property Manager Adviser, its affiliates and its Managing Parties their shareholders, partners, directors, officers, employees and any other person controlled by or controlling the Adviser (collectively, the “Indemnified Parties”) for, from and against any and all losses, damages, liabilities, judgments, costs and expenses direct Losses (including, without limitation, reasonable attorneys’ fees and disbursementsi) and amounts paid in settlement (collectively, “Losses”) relating to which such person may become subject in connection with any matter this Agreement or the Account arising out of any misrepresentation or act or omission or alleged act or omission on the part of the Client, its previous advisers, or any of their agents; or (ii) relating to any demand, charge or claim in respect of any Indemnified Party’s acts, omissions, transactions, duties, obligations or responsibilities arising in connection with this Agreement, except unless (x) a court with appropriate jurisdiction shall have determined by a final judgment which is not subject to appeal that such Indemnified Party is liable in respect of the extent that any such Loss results solely demands, charges and claims referred to in this subparagraph, (y) the loss resulted from an act or omission of the acts or omissions of a Managing Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or constitutes gross negligence. If this Section 5 , bad faith, or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion material breach of this Section that Agreement, or (z) such Indemnified Party shall not have been invalidatedsettled such demands, charges and claims without the Client’s consent. (c) The Property Manager gives no warranty as to indemnification provisions set forth in this Agreement shall survive the performance or profitability termination of the Asset or as to the performance of any third party engaged by the Property Manager hereunderthis Agreement. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #17 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Series #17 Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #11BM1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #11BM1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of Neither the Property ManagerGeneral Partner, its affiliatesany Director, any Organizing Person, any Officer or any officer the General Partner or their respective Affiliates shall be liable in damages to the Partnership or any Partner by reason of, or arising from or relating to the operations, business or affairs of, or any of their respective directorsaction taken or failure to act on behalf of, membersthe Partnership or the General Partner, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable except to the Company for (i) extent that any act of the foregoing is determined by a final, non-appealable order of a court of competent jurisdiction to have been caused by a willful breach of the terms of this Agreement or omission performed the gross negligence or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise willful misconduct or bad faith of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Companypersons. (b) To the fullest maximum extent permitted by applicable law, but subject to the Company provisions of this Section 6.5, all Indemnitees will indemnify not be liable for, and will be indemnified and held harmless by the Property Manager and its Managing Parties against Partnership against, any and all claims, actions, demands, losses, damages, liabilities, judgmentscosts, or expenses, including attorney’s fees, court costs, and costs of investigation, actually and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement reasonably incurred by any such Indemnitee (collectively, “LossesDamages”) to ), arising from proceedings in which such person Indemnitee may become subject be involved, as a party or otherwise, by reason of its being a Director, General Partner, Officer or officer the General Partner, or by reason of its involvement in connection with the management of the affairs of the Partnership or the General Partner, whether or not it continues to be such at the time any matter arising out of such Damage is paid or in connection with this Agreementincurred, except to the extent that any such Loss results solely from of the acts or omissions of a Managing Party that have been foregoing is determined in by a final, non-appealable decision order of a court, arbitrator or other tribunal court of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, been caused by a willful breach of the terms of this Agreement or the gross negligence or willful misconduct or gross negligencebad faith of such persons. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdictionIT IS THE EXPRESS INTENT OF THE PARTNERSHIP THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY DAMAGE THAT HAS RESULTED FROM OR IS ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidatedJOINT, OR CONCURRENT ORDINARY NEGLIGENCE OF THE INDEMNITEE. (c) The Property Manager gives no warranty as to To the performance maximum extent permitted by applicable law, expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or profitability in the right of the Asset Partnership or as to any of the performance of any third party engaged Partners against such Indemnitee), will be paid by the Property Manager hereunderPartnership in advance of the final disposition of the proceeding, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 6.5 or adjudicated to be ineligible for indemnification, which undertaking will be an unlimited general obligation of the Indemnitee but need not be secured unless so determined by the General Partner. (d) The Property Manager indemnification provided by this Section 6.5 will inure to the benefit of the heirs and personal representatives of each Indemnitee. (e) Any indemnification pursuant to this Section 6.5 will be made only out of the assets of the Partnership and will in no event cause any Partner to incur any personal liability nor shall it result in any liability of the Partners to any third party. (f) The rights of indemnification provided in this Section 6.5 are in addition to any rights to which an Indemnitee may rely upon otherwise be entitled by contract (including advancement of expenses) or as a matter of law. The Partnership hereby acknowledges that the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Partners and certain of their Affiliates (collectively, the “Partner Indemnitors”). The Partnership hereby agrees that (i) the Partnership is the Indemnitor of first resort (i.e., its obligations to the Indemnitees under Sections 6.5(b) and Section 6.5(c) are primary and any obligation of the Partner Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitees are secondary), (ii) the Partnership shall be required to advance the full amount of expenses incurred by the Indemnitees and shall be protected liable for the full amount of all Damages paid in acting settlement to the extent legally permitted and as required by the terms of Sections 6.5(b) and Section 6.5(c) (or refraining any other agreement between the Partnership and the Indemnitees), without regard to any rights the Indemnitees may have against the Partner Indemnitors, and (iii) the Partnership irrevocably waives, relinquishes and releases the Partner Indemnitors from action upon any instruction fromand all claims against the Partner Indemnitors for contribution, subrogation or document signed by, any authorized person other recovery of any kind in respect thereof. The Partnership further agrees that no advancement or payment by the Partner Indemnitors on behalf of an Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Partnership pursuant to Sections 6.5(b) and Section 6.5(c) shall affect the foregoing and the Partner Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the Company or other person reasonably believed by rights of recovery of the Property Manager to be authorized to give or sign Indemnitees against the same whether or Partnership. The Partnership agrees that the Partner Indemnitors who are not Partners are express third party beneficiaries of the authority terms of such person is then effectivethis Section 6.5.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “"Managing Parties”") shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s 's rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the [SERIES] Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and disbursements) and amounts paid in settlement (collectively, “"Losses”") to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s 's fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the [SERIES] Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #91DP1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #91DP1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #12MM1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #12MM1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 097 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 097 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of To the Property Managerextent the Investment Manager has duties (including fiduciary duties) under this Agreement, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) the Investment Manager shall not be liable to the Company Fund or to any member for : (i1) losses sustained or liabilities incurred by the Fund or its members as a result of errors in judgment on the part of the Investment , or any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from of the exercise of Investment Manager, if such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, losses or liabilities arising therefromwere not the result of the Investment Manager's willful misfeasance, in the absence of criminal wrongdoing, willful misfeasance bad faith or gross negligence in the performance of, or reckless disregard of, its duties under the this Agreement; (2) errors in judgment on the part of any person, or any act or omission of any person, selected by the Investment Manager to perform services for or otherwise transact business with the Fund, provided that, in selecting such person, the Investment Manager acted without willful misfeasance, bad faith or gross negligence; or (C) circumstances beyond the Investment Manager's control, including the bankruptcy, insolvency or suspension of normal business activities of any bank or other financial institution holding assets of the Fund. To the extent any affiliate of the Investment Manager, or any shareholder, partner, member, director, officer, employee or agent of the Investment Manager or of any of its affiliates ("Investment Manager Associate"), has duties (including fiduciary duties) and liabilities relating thereto to the Fund or any member, such person shall not be liable for monetary or other damages to the Fund or such member for such person's good faith reliance on the provisions of the IMA or for losses sustained or liabilities incurred by the Fund or such member as a result of errors in judgment on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Assetperson, or (iii) any act or omission of such person, if such losses due to or liabilities were not the actions result of such person's willful misfeasance or omissions of the Company or any brokers or other current or former agents or advisers of the Company.bad faith (b) To The Fund agrees to indemnify and hold harmless out of the fullest extent permitted by applicable law, assets of the Company will indemnify Fund the Property Investment Manager and its Managing Parties shareholders, officers, directors, affiliates and employees from and against any and all claims, actions, demands, losses, costs, expenses (including attorneys' fees and other expenses of litigation), damages, liabilitiespenalties or interest, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) as a result of any claim or legal proceeding related to which such person may become subject any action taken or omitted to be taken in connection with any matter arising out the business and affairs of or in connection with this Agreement, except to the extent that Fund (including the settlement of any such Loss results solely from claim or legal proceeding); provided, however, that the acts party against whom the claim is made or omissions legal proceeding is directed is not guilty of gross negligence or willful misconduct as determined by a Managing Party that have been determined in a final, final non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 092 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 092 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of To the Property Managerfullest extent permitted by law, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) the Adviser shall not be liable to the Company Client for any expenses, losses, damages, liabilities, demands, charges and claims of any kind or nature whatsoever (iincluding without limitation any reasonable legal expenses and costs and expenses relating to investigating or defending any demands, charges and claims) any (collectively, the "Losses") by or with respect to an Account, except to the extent that such Losses are actual investment losses which are the direct result of an act or omission performed taken or failed to be performed omitted by any Managing Party (other than any criminal wrongdoing) arising from the exercise Adviser during the term of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or Agreement which constitutes gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due bad faith with respect to the actions Adviser's obligations under this Agreement or omissions a material breach of the Company or any brokers or other current or former agents or advisers of the Companythis Agreement. (b) To the fullest extent permitted by applicable law, the Company will Client shall reimburse, indemnify and hold harmless the Property Manager Adviser, its affiliates and its Managing Parties their shareholders, partners, directors, officers, employees and any other person controlled by or controlling the Adviser (collectively, the "Indemnified Parties") for, from and against any and all losses, damages, liabilities, judgments, costs and expenses direct Losses (including, without limitation, reasonable attorneys’ fees and disbursementsi) and amounts paid in settlement (collectively, “Losses”) relating to which such person may become subject in connection with any matter this Agreement or the Account arising out of any misrepresentation or act or omission or alleged act or omission on the part of the Client, its previous advisers, or any of their agents; or (ii) relating to any demand, charge or claim in respect of any Indemnified Party's acts, omissions, transactions, duties, obligations or responsibilities arising in connection with this Agreement, except unless (x) a court with appropriate jurisdiction shall have determined by a final judgment which is not subject to appeal that such Indemnified Party is liable in respect of the extent that any such Loss results solely demands, charges and claims referred to in this subparagraph, (y) the loss resulted from an act or omission of the acts or omissions of a Managing Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or constitutes gross negligence. If this Section 5 , bad faith, or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion material breach of this Section that Agreement, or (z) such Indemnified Party shall not have been invalidatedsettled such demands, charges and claims without the Client's consent. (c) The Property Manager gives no warranty as to indemnification provisions set forth in this Agreement shall survive the performance or profitability termination of the Asset or as to the performance of any third party engaged by the Property Manager hereunderthis Agreement. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #72FG1 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series #72FG1 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 049 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 049 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Property ManagerFund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its affiliatesseveral officers, or any of their respective and directors, membersand any person who controls the Distributor within the meaning of Section 15 of the Securities Act, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for and against any losses, claims, costsdamages or liabilities, damagesjoint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or liabilities arising therefrom, are based upon any untrue statement or alleged untrue statement of a material fact contained in the absence Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of criminal wrongdoingthe Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”) or arise out of, willful misfeasance or gross negligence on are based upon, the part of such Managing Party, omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any tax liability imposed on the Company or the Assetarise out of, or (iii) are based upon, any losses due to the actions or omissions breach of the Company representations, warranties or any brokers or other current or former agents or advisers covenants of the Company. (b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid Fund contained in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement; provided, except however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any such Loss results solely from untrue statement, alleged untrue statement, or omission or alleged omission made in the acts or omissions of a Managing Party that have been determined in a finalRegistration Statement, non-appealable decision of a courtthe Prospectus, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 any Issuer Free Writing Prospectus or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred Blue Sky Application with respect to the full extent permitted by Fund in reliance upon and in conformity with any applicable portion Agent Provided Information, or arising out of this Section that shall not have been invalidatedthe failure of the Distributor or any sub-placement agent to deliver a current Prospectus. (c) The Property Manager gives no warranty Distributor will indemnify and hold harmless the Fund and its several officers and directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the performance Fund or profitability any of its several officers by or on behalf of the Asset Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, directors and such controlling persons for any legal or as other expenses reasonably incurred by any of them in investigating, defending or preparing to the performance of defend any third party engaged by the Property Manager hereundersuch action, proceeding or claim. (d) An indemnified person under this Section 8 (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a “Claim”), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Property Manager may rely upon Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person at the expense of the Company Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or other person reasonably believed (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the Property Manager to same counsel would be authorized to give or sign the same inappropriate under applicable standards of professional conduct (whether or not such representation by the authority same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (f) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law. (g) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party, on the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8(g). No person is then effectiveguilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement against any loss, claim, liability, expense or damage arising by reason of such person’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of such person’s reckless disregard of such person’s obligations and duties thereunder. (i) The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, directors or officers or any person (including each officer or trustee of such person) who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Distributor, its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. (j) IN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company Series or the Series #3 Asset, or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Manager gives no warranty as to the performance or profitability of the Series #3 Asset or as to the performance of any third party engaged by the Property Manager hereunder. (d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 058 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 058 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

Limitation of Liability; Indemnification. (a) None of the Property Asset Manager, its affiliates, affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, ; (ii) any tax liability imposed on the Company Series or the Series Gallery Drop 112 Asset, ; or (iii) any losses due to the actions or omissions of the Company Series or any brokers or other current or former agents or advisers of the CompanySeries. (b) To the fullest extent permitted by applicable law, the Company Series will indemnify the Property Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. (c) The Property Asset Manager gives no warranty as to the performance or profitability of the Series Gallery Drop 112 Asset or as to the performance of any third party engaged by the Property Asset Manager hereunder. (d) The Property Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company Series or other person reasonably believed by the Property Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.