Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. (a) Natixis Advisors shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Fund in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Fund and any person or entity claiming through the 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 the 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. (b) Natixis Advisors The Fund agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Fund contained in this Agreement. Natixis Advisors , and the Fund will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company 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 connection with investigating or defending against any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable 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 Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith reliance upon and in conformity with any Agent Provided Information, or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Fund shall not indemnify any person pursuant to this Section 4 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 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 vote 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 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 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 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, trustees 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Fund in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Fund and any person or entity claiming through the 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 the 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. (b) Natixis Advisors The Fund agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Fund contained in this Agreement. Natixis Advisors , and the Fund will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company 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 connection with investigating or defending against any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable 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 Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith reliance upon and in conformity with any Agent Provided Information, or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Fund shall not indemnify any person pursuant to this Section 4 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 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 vote of a majority of a quorum of the trustees 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 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 Fund or any of its several officers and trustees by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, trustees 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary neither Agency, City, nor their officers, directors, employees, agents, attorneys or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the City and Agency under this Redevelopment Contract shall be the issuance of the Bonds, granting of a portion of the proceeds thereof to Developer, providing certain public infrastructure improvements and conveying the Premises, as specifically set forth in Sections 3.02, 3.04, 3.06, and 3.07. The obligation of the Agency on any Bonds shall be limited solely to the Bonds pledged as security for such Bonds. Specifically, but without limitation, neither City nor Agency shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties, or obligations hereunder. The Developer releases the Agency and the City from, agrees that the Agency and City shall not be liable for, and agrees to indemnify and hold the Company for Agency and City harmless from any error of judgment or mistake of law or liability for any loss arising out or damage to property or any injury to or death of any act or omission person that may be occasioned by Natixis Advisorsany cause whatsoever pertaining to Project. The Developer will indemnify and hold each of the Agency and City and their directors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents members of their governing bodies free and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, including litigation expenses, attorney’s fees and expenses, or action. Natixis Advisors shall court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about the Project during the term of this Redevelopment Contract or arising out of any action or inaction of Developer, whether or not be liable related to the Company Project, or resulting from or in any way connected with specified events, including the Fund for management of the Project, or in any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure way related to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in this Section 4 shall survive the termination enforcement of this AgreementRedevelopment contract or any other cause pertaining to the Project.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Fund in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Fund and any person or entity claiming through the 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 the 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. (b) Natixis Advisors The Fund agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, the Prospectus 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Fund contained in this Agreement. Natixis Advisors , and the Fund will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company 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 connection with investigating or defending against any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable 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 Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith reliance upon and in conformity with any Agent Provided Information, or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Fund shall not indemnify any person pursuant to this Section 4 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 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 vote of a majority of a quorum of the Trustees 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 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 Fund or any of its several officers and Trustees by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, Trustees 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors Neither the Investment Adviser, nor its members, partners, officers, managers, directors, agents, employees and affiliates (the “Investment Adviser Parties”), shall not be liable to the Company Brighthouse Parties (as defined below) for (i) any acts or omissions, or any error of judgment or mistake of law or for any loss arising out suffered by Services or the Companies in connection with the management of the Assets, except those losses resulting from (x) the willful misfeasance, fraud, bad faith or negligence of any act of the Investment Adviser Parties, (y) a material breach of applicable law or omission material breach of this Agreement by Natixis Advisorsany of the Investment Adviser Parties, or (z) a violation of the Investment Guidelines or operational or process errors that has not been waived by Services; provided, that if the Investment Adviser remedies any persons engaged pursuant such violation or error, all losses with respect to this clause (z) shall be limited to actual monetary losses incurred in connection with the Investment Adviser bringing the portfolio back into compliance with the Investment Guidelines, (ii) the Investment Adviser’s reliance on Client Data, (iii) Service’s use of any third party pricing or valuation information provided by Investment Adviser as provided in Section 2(b), (iv) hereofany Custodian’s actions or omissions, including and (v) any acts or omissions of any broker or agent, provided that Investment Adviser has acted in good faith and with due diligence consistent with its fiduciary obligations in the selection, use and monitoring of such third parties; provided, that the Investment Adviser’s liability arising from Securities Lending Activities shall be limited as set forth in Section 10(m) below; provided, further, that the Investment Adviser shall have no liability for RSAT Program breaches caused by (i) Services’ failure to implement an RSAT strategy or trade recommended by Investment Adviser or (ii) actions taken by Services or another manager with respect to the RSAT Program without consultation and agreement by Investment Adviser. (b) The Investment Adviser shall indemnify and hold harmless Services and its affiliates and the respective directors, affiliates, officers, agents, and employees of Natixis Advisors any of them (the “Brighthouse Parties”), from and its affiliatesagainst any and all losses, claims, demands, actions, or liability of any nature, including but not limited to reasonable attorneys’ fees, expenses, and court costs, directly or indirectly arising or resulting from (x) the willful misfeasance, fraud, bad faith or negligence of any of the Investment Adviser Parties, (y) a material breach of applicable law or material breach of this Agreement by any of the Investment Adviser Parties, or (z) a violation of the Investment Guidelines or operational or process errors that has not been waived by Services; provided, that if the Investment Adviser remedies any such violation or error, all losses with respect to this clause (z) shall be limited to actual monetary losses incurred in connection with the performance Investment Adviser bringing the portfolio back into compliance with the Investment Guidelines; provided, that the Investment Adviser’s liability arising from Securities Lending Activities shall be limited as set forth in Section 10(m) below; provided, further, that the Investment Adviser shall have no liability for RSAT Program breaches caused by (i) Services’ failure to implement an RSAT strategy or trade recommended by Investment Adviser or (ii) actions taken by Services or another manager with respect to the RSAT Program without consultation and agreement by Investment Adviser. (c) Services shall indemnify and hold harmless the Investment Adviser Parties, from and against any and all losses, claims, demands, actions, or liability of its duties hereunderany nature, including but not limited to reasonable attorneys’ fees, expenses, and court costs, directly or indirectly arising or resulting from (x) the willful misfeasance, fraud, bad faith or negligence of any of the Brighthouse Parties, or (y) a material breach of applicable law or material breach of this Agreement by any of the Brighthouse Parties; provided, however, that nothing contained herein this indemnity shall not extend to losses for which the Investment Adviser shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderliable under Section 10(a). (bii) Natixis Advisors will indemnify and hold harmless The Investment Adviser shall enter into no settlement of any claim against a Brighthouse Party without the Company, express written approval of each affected Brighthouse Party. Services shall not enter into a settlement of any claim against an Investment Adviser Party without the Fund and their respective officers, employees, and agents and express written approval of each affected Investment Adviser Party. Any settlement of any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from claim by a Brighthouse Party or an Investment Adviser Party shall not constitute a waiver of any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent rights of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms that party under this Section 10 of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal Agreement or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against an admission of any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in liability under this Section 4 shall survive the termination 10 of this Agreement. (d) Nothing in this Section 10 shall create in either party any right to assume the defense of any claim against the other party.

Limitation of Liability; Indemnification. (a) Natixis Advisors Neither the Investment Adviser, nor its members, partners, officers, managers, directors, agents, employees and affiliates (the “Investment Adviser Parties”), shall not be liable to the Company Brighthouse Parties (as defined below) for (i) any acts or omissions, or any error of judgment or mistake of law or for any loss arising out suffered by Services or the Companies in connection with the management of the Assets, except those losses resulting from (x) the willful misfeasance, fraud, bad faith or negligence of any act of the Investment Adviser Parties, (y) a material breach of applicable law or omission material breach of this Agreement by Natixis Advisorsany of the Investment Adviser Parties, or (z) a violation of the Investment Guidelines or operational or process errors that has not been waived by Services; provided, that if the Investment Adviser remedies any persons engaged pursuant such violation or error, all losses with respect to this clause (z) shall be limited to actual monetary losses incurred in connection with the Investment Adviser bringing the portfolio back into compliance with the Investment Guidelines, (ii) the Investment Adviser’s reliance on Client Data, (iii) Service’s use of any third party pricing or valuation information provided by Investment Adviser as provided in Section 2(b), (iv) hereofany Custodian’s actions or omissions, including and (v) any acts or omissions of any broker or agent, provided that Investment Adviser has acted in good faith and with due diligence consistent with its fiduciary obligations in the selection, use and monitoring of such third parties; provided, that the Investment Adviser’s liability arising from Securities Lending Activities shall be limited as set forth in Section 10(m) below; provided, further, that the Investment Adviser shall have no liability for RSAT Program breaches caused by (i) Services’ failure to implement an RSAT strategy or trade recommended by Investment Adviser or (ii) actions taken by Services or another manager with respect to the RSAT Program without consultation and agreement by Investment Adviser. (b) The Investment Adviser shall indemnify and hold harmless Services and its affiliates and the respective directors, affiliates, officers, agents, and employees of Natixis Advisors any of them (the “Brighthouse Parties”), from and its affiliatesagainst any and all losses, claims, demands, actions, or liability of any nature, including but not limited to reasonable attorneys’ fees, expenses, and court costs, directly or indirectly arising or resulting from (x) the willful misfeasance, fraud, bad faith or negligence of any of the Investment Adviser Parties, (y) a material breach of applicable law or material breach of this Agreement by any of the Investment Adviser Parties, or (z) a violation of the Investment Guidelines or operational or process errors that has not been waived by Services; provided, that if the Investment Adviser remedies any such violation or error, all losses with respect to this clause (z) shall be limited to actual monetary losses incurred in connection with the performance Investment Adviser bringing the portfolio back into compliance with the Investment Guidelines; provided, that the Investment Adviser’s liability arising from Securities Lending Activities shall be limited as set forth in Section 10(m) below; provided, further, that the Investment Adviser shall have no liability for RSAT Program breaches caused by (i) Services’ failure to implement an RSAT strategy or trade recommended by Investment Adviser or (ii) actions taken by Services or another manager with respect to the RSAT Program without consultation and agreement by Investment Adviser. (c) Services shall indemnify and hold harmless the Investment Adviser Parties, from and against any and all losses, claims, demands, actions, or liability of its duties hereunderany nature, including but not limited to reasonable attorneys’ fees, expenses, and court costs, directly or indirectly arising or resulting from (x) the willful misfeasance, fraud, bad faith or negligence of any of the Brighthouse Parties, or (y) a material breach of applicable law or material breach of this Agreement by any of the Brighthouse Parties; provided, however, that nothing contained herein this indemnity shall not extend to losses for which the Investment Adviser shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderliable under Section 10(a). (bii) Natixis Advisors will indemnify and hold harmless The Investment Adviser shall enter into no settlement of any claim against a Brighthouse Party without the Company, express written approval of each affected Brighthouse Party. Services shall not enter into a settlement of any claim against an Investment Adviser Party without the Fund and their respective officers, employees, and agents and express written approval of each affected Investment Adviser Party. Any settlement of any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from claim by a Brighthouse Party or an Investment Adviser Party shall not constitute a waiver of any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent rights of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms that party under this Section 10 of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal Agreement or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against an admission of any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in liability under this Section 4 shall survive the termination 10 of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors Citi shall use reasonable professional diligence in the performance of its services performed under this Agreement, but shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by Citi in the Company or the Fund in absence of bad faith or with faith, willful misfeasance or misfeasance, negligence or with reckless disregard by the Company or the Fund it of their respective its obligations and duties. The duties of Citi shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Citi hereunder. (b) Citi shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Citi shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. The indemnities herein shallNotwithstanding the foregoing or any other provision of this Agreement, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the FundCiti assumes no responsibility hereunder, and shall not be liable for, any person controlling damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond Citi’s reasonable control (“Force Majeure Events”) include, without limitation, natural disasters, actions or decrees of governmental bodies, terrorist actions, communication lines failures that are not the Company fault of either party, and computer or other equipment failures or similar events beyond its reasonable control. In the Fundevent of a Force Majeure Event, respectivelyCiti shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. (c) The Fund agrees to indemnify and hold harmless Citi, its affiliates, subsidiaries and parents, and their respective employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character (collectively, “Losses”) arising out of or in any way relating to Citi’s performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, documents, or instructions reasonably believed by Citi to be genuine and given or made to Citi by the Fund or any authorized agents of the Fund (including, without limitation, the placement agents, underwriters and distributors); provided that this indemnification shall not apply to actions or omissions of Citi in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by Citi of its obligations and duties. (d) Citi shall indemnify, defend, and hold harmless the Fund, and the Adviser, their affiliates, subsidiaries and parents, and their respective employees, agents, directors, officers and nominees from and against any and all Losses arising out of or in any way relating to Citi’s willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder; provided that this indemnification shall not apply to actions or omissions of the Fund in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by the Fund of its obligations and duties. (e) The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder except to the extent the indemnifying party is materially prejudiced thereby. The indemnified party shall not settle or compromise any claim or action for which indemnity may be sought without the consent of the indemnifying party (which shall not be withheld or delayed unreasonably by the indemnifying party). (f) The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party. The indemnifying party shall not settle or compromise any claim or action without the consent of the indemnified party (which shall not be withheld or delayed unreasonably by the indemnified party) if such settlement or compromise imposes any liability, responsibility, restriction, or other obligation or consequence on the indemnified party. The indemnity and defense provisions set forth in this Section 4 herein shall indefinitely survive the termination of this Agreement. (g) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY HERETO, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUB-AGENTS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (h) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of Citi to the Fund for all Losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to Citi under this Agreement during the twelve (12) months immediately before the date on which the alleged Losses or damages were claimed to have been incurred. (i) The provisions of this Section 7 are subject to the provisions of Sections 2 and 4 hereof.

Limitation of Liability; Indemnification. (a) Natixis Advisors Citi shall use reasonable professional diligence in the performance of its services performed under this Agreement, but shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by Citi in the Company or the Fund in absence of bad faith or with faith, willful misfeasance or misfeasance, negligence or with reckless disregard by the Company or the Fund it of their respective its obligations and duties. The duties of Citi shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Citi hereunder. (b) Citi shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Citi shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. The indemnities herein shallNotwithstanding the foregoing or any other provision of this Agreement, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the FundCiti assumes no responsibility hereunder, and shall not be liable for, any person controlling damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond Citi’s reasonable control (“Force Majeure Events”) include, without limitation, natural disasters, actions or decrees of governmental bodies, terrorist actions, communication lines failures that are not the Company fault of either party, and computer or other equipment failures or similar events beyond its reasonable control. In the Fundevent of a Force Majeure Event, respectivelyCiti shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. (c) The Fund agrees to indemnify and hold harmless Citi, its affiliates, subsidiaries and parents, and their respective employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character (collectively, “Losses”) arising out of or in any way relating to Citi’s performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, documents, or instructions given or made to Citi by the Fund or any authorized agents of the Fund (including, without limitation, the placement agents, underwriters and distributors); provided that this indemnification shall not apply to actions or omissions of Citi in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by Citi of its obligations and duties. (d) Citi shall indemnify, defend, and hold harmless the Fund, its affiliates, subsidiaries and parents, and their respective employees, agents, directors, officers and nominees from and against any and all Losses arising out of or in any way relating to Citi’s willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder; provided that this indemnification shall not apply to actions or omissions of the Fund in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by the Fund of its obligations and duties. (e) The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder except to the extent the indemnifying party is materially prejudiced thereby. The indemnified party shall not settle or compromise any claim or action for which indemnity may be sought without the consent of the indemnifying party (which shall not be withheld or delayed unreasonably by the indemnifying party). The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party. The indemnifying party shall not settle or compromise any claim or action without the consent of the indemnified party (which shall not be withheld or delayed unreasonably by the indemnified party) if such settlement or compromise imposes any liability, responsibility, restriction, or other obligation or consequence on the indemnified party. The indemnity and defense provisions set forth in this Section 4 herein shall indefinitely survive the termination of this Agreement. (f) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY HERETO, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUB-AGENTS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (g) The provisions of this Section 7 are subject to the provisions of Sections 2 and 4 hereof.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Fund in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Fund and any person or entity claiming through the 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 the 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. (b) Natixis Advisors The Fund agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, the Prospectus 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Fund contained in this Agreement. Natixis Advisors , and the Fund will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company 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 connection with investigating or defending against any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable 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 Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith reliance upon and in conformity with any Agent Provided Information, or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Fund shall not indemnify any person pursuant to this Section 4 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 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 vote 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 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 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 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Trust in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Trust and any person or entity claiming through the Trust 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 the Trust 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) Natixis Advisors The Trust agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Trust or are based upon information furnished by or on behalf of the Trust 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Trust contained in this Agreement. Natixis Advisors , and the Trust will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, in connection with investigating investigating, defending or defending against preparing to defend any such action, proceeding or claim described above in this Section 8(b); provided, however, that the Trust shall not be liable in any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Blue Sky application with respect to the Company Trust in reliance upon and in conformity with any Agent Provided Information, or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Trust shall not indemnify any person pursuant to this Section 4 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 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 vote of a majority of a quorum of the trustees of the Trust 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 Distributor will indemnify and hold harmless the Trust and its several officers and trustees, and any person who controls the Trust 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 Trust or any of its several officers and trustees by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Trust and its several officers, trustees 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Administrator or PIM may, with respect to questions of law, apply for and obtain the advice and opinion of legal counsel, and with respect to the application of generally accepted accounting principles or Federal Tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the reasonable expense of the Trust. The Administrator shall obtain prior permission of the Trust or PIM before obtaining the advice and opinion of legal or accounting experts at the expense of the Trust, and shall not use any counsel or accounting experts to which the Trust or PIM shall reasonably object. The Administrator and PIM shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with this paragraph. (b) The Administrator shall not be liable to the Company Trust or PIM, nor shall PIM be liable to the Administrator or the Trust, for any error action taken or omitted to be taken by the Administrator or PIM, as the case may be, in connection with the performance of judgment any of their respective duties or mistake obligations under this Agreement, and Trust shall indemnify the Administrator and PIM and hold each of law them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator or for PIM, as the case may be, in or by reason of any loss pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any act action actually or omission allegedly taken or omitted to be taken by Natixis Advisorsthe Administrator or PIM, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliatesas the case may be, in connection with the performance of its any of their respective duties hereunderor obligations under this Agreement; provided, however, that nothing contained herein shall protect or be construed deemed to protect Natixis Advisors the Administrator or PIM against or entitle or be deemed to entitle the Administrator or PIM to indemnification in respect of any liability to the Company Administrator, PIM, the Trust or the Fund, or the shareholders of the Company or the Fund, its security holders to which Natixis Advisors shall the Administrator or PIM, as the case may be, would otherwise be subject by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties duties, or the by reason of its reckless disregard of its duties and obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of under this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other Such expenses reasonably incurred shall be paid by the Company and Trust in advance of the Fund in connection with investigating or defending against any final disposition of such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted matter upon invoice by the Company Administrator or PIM, as the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard case may be, and receipt by the Company Trust of an undertaking from the Administrator or PIM, as the Fund case may be, to repay such amounts if it shall ultimately be established that the Administrator is not entitled to payment of their respective obligations and duties such expenses hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth As used in this Section 4 Paragraph 5, the term "Administrator" shall survive include any affiliates of the termination Administrator performing services for the Trust contemplated hereby, and trustees, officers, agents and employees of the Administrator or such affiliates. As used in this AgreementParagraph 5, the term "PIM" shall include any affiliates of PIM performing services for the Trust contemplated hereby, and Trustees, officers, agents and employees of PIM or such affiliate.

Limitation of Liability; Indemnification. (a) Natixis Advisors Notwithstanding anything in this Article VI or this Redevelopment Agreement to the contrary, neither the CDA, City, nor their officers, directors, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Agreement. The obligation of the CDA on any TIF Indebtedness shall be limited solely to the Tax Increment pledged as security for such TIF Indebtedness. Specifically, but without limitation, neither City nor the CDA shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties or obligations hereunder. Redeveloper releases the CDA and the City from and agrees that the CDA and the City shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out or damage to property or any injury to or death of any act or omission person that may be occasioned by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability cause whatsoever pertaining to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderPrivate Improvements. (b) Natixis Advisors will indemnify Redeveloper agrees to indemnify, defend (at the CDA’s and/or the City’s option) and hold harmless the CompanyCDA, the Fund and City, their respective officers, employees, officials, agents, representatives and agents volunteers from and against any persons who control the Company and the Fundall liabilities, respectively damages, injuries (collectively, the “Indemnified Parties”including death), from any lossesproperty damage (including loss of use), claims, damagesliens, liabilitiesjudgments, costs, expenses, suits, actions, or actions in respect thereof to which the Indemnified Parties may become subjectproceedings and reasonable attorney’s fees, including amounts paid in settlement with the prior written consent and actual damages of Natixis Advisorsany kind or nature, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise arising out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating any aspect of the acts, omissions, negligence or defending against any such losswillful misconduct of Redeveloper, claimits employees, damageagents, liabilityofficers, contractors or subcontractors, or actionRedeveloper’s performance or failure to perform under the terms and conditions of this Redevelopment Agreement. Natixis Advisors Such indemnification, hold harmless and defense obligation shall not be liable to exclude only such liability actions as arise directly out the Company sole negligence or willful misconduct of the CDA or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunderCity. The indemnities herein shall, upon the same terms indemnification and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The defense obligations set forth in this Section 4 herein shall survive the termination of this Redevelopment Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Administrator shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted to be taken by the Company Administrator in connection with the performance of its duties or obligations under this Agreement, except for losses, damages or expenses caused by or resulting from or attributable to willful misconduct, bad faith or negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement. The Fund shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement, provided that no indemnification shall be available for acts or omissions attributable to willful misconduct, bad faith or negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement, and provided further, that the Administrator shall be entitled to indemnification hereunder only to the extent consistent with the 1940 Act. For purposes of this Section 5(a), the Administrator shall include its officers and employees and persons to whom duties or obligations are delegated by the Administrator hereunder. (b) The Administrator shall indemnify and hold harmless the Fund and its directors, officers and agents from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Fund in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the Administrator's (including for this purpose any person to whom the Administrator has delegated any duties or obligations hereunder) willful misconduct, bad faith or with willful misfeasance or negligence or with reckless disregard by in the Company or the Fund performance of their respective its obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit under this Agreement or by reason of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyits reckless disregard thereof. (c) The obligations set forth in this Section 4 shall survive the termination of With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification and, if it so chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest, but in no event shall the indemnifying party be obligated to pay the fees and expenses of more than one counsel in addition to counsel to the indemnifying party.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Trust in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Trust and any person or entity claiming through the Trust 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 the Trust 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) Natixis Advisors The Trust agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Trust or are based upon information furnished by or on behalf of the Trust 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Trust contained in this Agreement. Natixis Advisors , and the Trust will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, in connection with investigating investigating, defending or defending against preparing to defend any such action, proceeding or claim described above in this Section 8(b); provided, however, that the Trust shall not be liable in any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Blue Sky application with respect to the Company Trust in reliance upon and in conformity with any Agent Provided Information, or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Trust shall not indemnify any person pursuant to this Section 4 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 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 vote of a majority of a quorum of the Trustees 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 Distributor will indemnify and hold harmless the Trust and its several officers and Trustees, and any person who controls the Trust 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 Trust or any of its several officers and Trustees by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Trust and its several officers, Trustees 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors In matters concerning or relating to this Agreement, the Rights Agent shall not be liable or responsible for anything done or omitted to be done by it in the absence of gross negligence, bad faith or willful misconduct, in which case it shall be liable only for Losses (as defined below) caused by such gross negligence, bad faith or willful misconduct. In no event shall the Rights Agent be liable for (i) acting in accordance with the instructions from the Company or its counsel or any agent appointed by the Company to act on behalf of the Company, (ii) special, consequential or punitive damages, for any error of judgment or mistake of law lost profits or for loss of business or (iii) any loss arising out Losses due to forces beyond the control of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereofthe Rights Agent, including officerswithout limitation, agentsstrikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and employees interruptions, loss or malfunctions of Natixis Advisors public utilities. (b) The Company shall be liable for and its affiliatesshall indemnify and hold harmless the Rights Agent from and against any and all claims, losses, liabilities, damages, expenses or judgments (including reasonable attorney’s fees and expenses) (collectively referred to herein as “Losses”) howsoever arising from or in connection with this Agreement or the performance of its the Rights Agent’s duties hereunder, the enforcement of this Agreement and disputes between the parties hereto; provided, however, that nothing contained herein shall require that the Rights Agent be construed to protect Natixis Advisors against any liability to indemnified for the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of Losses arising from its willful misfeasancegross negligence, bad faith, faith or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderwillful misconduct. (bc) Natixis Advisors will indemnify and hold harmless In addition to the Companyforegoing, the Fund Rights Agent shall be protected and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilitiesshall incur no liability for, or actions in respect thereof to which the Indemnified Parties may become subjectof, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the Company or proper execution of the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure certification appended to the benefit Form of each of the officers of the Company Assignment and the FundForm of Election to Purchase included as part of Exhibit A hereto (the “Certification”), and unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including any person controlling the Company and the Fund, respectivelyrefusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Administrator shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted to be taken by the Company Administrator in connection with the performance of its duties or obligations under this Agreement, except for losses, damages or expenses caused by or resulting from or attributable to willful misconduct, bad faith or gross negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement. The Fund shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Administrator in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement, provided that no indemnification shall be available for acts or omissions attributable to willful misconduct, bad faith or gross negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement, and provided further, that the Administrator shall be entitled to indemnification hereunder only to the extent consistent with the 1940 Act. For purposes of this Section 6(a), the Administrator shall include its officers and employees and persons to whom duties or obligations are delegated by the Administrator hereunder. (b) The Administrator shall indemnify and hold harmless the Fund and its trustees, officers and agents from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Fund in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the Administrator’s (including for this purpose any person to whom the Administrator has delegated any duties or obligations hereunder) willful misconduct, bad faith or with willful misfeasance or gross negligence or with reckless disregard by in the Company or the Fund performance of their respective its obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit under this Agreement or by reason of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyits reckless disregard thereof. (c) The obligations set forth in this Section 4 shall survive the termination of With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification and, if it so chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest, but in no event shall the indemnifying party be obligated to pay the fees and expenses of more than one counsel in addition to counsel to the indemnifying party.

Limitation of Liability; Indemnification. (a) Natixis Advisors Xxxxxx shall not be liable to the Company Trust for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis AdvisorsXxxxxx, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors Xxxxxx and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors Xxxxxx against any liability to the Company or Trust, the FundFunds, or the shareholders of the Company or the Fund, to which Natixis Advisors Xxxxxx shall otherwise be subject by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors Xxxxxx will indemnify and hold harmless the CompanyTrust, the Fund and their respective its officers, employees, and agents and any persons who control the Company and the Fund, respectively Trust (collectively, the “"Trust Indemnified Parties”), ") and hold each of them harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Trust Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis AdvisorsXxxxxx, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors Xxxxxx to comply with the terms of this Agreement. Natixis Advisors Xxxxxx will reimburse the Company and the Fund Trust for reasonable legal or other expenses reasonably incurred by the Company and the Fund Trust in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors Xxxxxx shall not be liable to the Company or the Fund Trust for any action taken or omitted by the Company or the Fund Trust in bad faith or with willful misfeasance or gross negligence or with reckless disregard by the Company or the Fund Trust of their respective its obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, Trust and any person controlling the Company and the Fund, respectivelyTrust. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Administrator shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted to be taken by the Company Administrator in connection with the performance of its duties or obligations under this Agreement, except for losses, damages or expenses caused by or resulting from or attributable to willful misconduct, bad faith or negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement. The Fund shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Administrator in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement, provided that no indemnification shall be available for acts or omissions attributable to willful misconduct, bad faith or negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement, and provided further, that the Administrator shall be entitled to indemnification hereunder only to the extent consistent with the 1940 Act. For purposes of this Section 5(a), the Administrator shall include its officers and employees and persons to whom duties or obligations are delegated by the Administrator hereunder. (b) The Administrator shall indemnify and hold harmless the Fund and its directors, officers and agents from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Fund in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the Administrator’s (including for this purpose any person to whom the Administrator has delegated any duties or obligations hereunder) willful misconduct, bad faith or with willful misfeasance or negligence or with reckless disregard by in the Company or the Fund performance of their respective its obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit under this Agreement or by reason of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyits reckless disregard thereof. (c) The obligations set forth in this Section 4 shall survive the termination of With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification and, if it so chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest, but in no event shall the indemnifying party be obligated to pay the fees and expenses of more than one counsel in addition to counsel to the indemnifying party.

Limitation of Liability; Indemnification. (a) Natixis Advisors Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the Village, nor their officers, directors, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Village under this Redevelopment Contract shall be the issuance of the TIF Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, as specifically set forth in Sections 3.02 and 3.04. The obligation of the Village on any TIF Indebtedness shall be limited solely to the TIF Revenues pledged as security for such TIF Indebtedness. Specifically, but without limitation, Village shall not be liable to the Company for any error costs, liabilities, actions, demands, or damages for failure of judgment any representations, warranties or mistake of law or obligations hereunder. The Redeveloper releases the Village from, agrees that the Village shall not be liable for, and agrees to indemnify and hold the Village harmless from any liability for any loss arising out or damage to property or any injury to or death of any act or omission person that may be occasioned by Natixis Advisorsany cause whatsoever pertaining to the Project, or any persons engaged pursuant to Section 2(b) hereofThe Redeveloper will indemnify and hold each of the Village and their directors, including officers, agents, employees and employees member of Natixis Advisors their governing bodies free and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, including litigation expenses, attorneys’ fees and expenses, or action. Natixis Advisors shall court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about the Project during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, whether or not be liable related to the Company Project, or resulting from or in any way connected with specified events, including the Fund for management of the Project, or in any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure way related to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in this Section 4 shall survive the termination enforcement of this AgreementRedevelopment Contract or any other cause pertaining to the Project.

Limitation of Liability; Indemnification. (a) Natixis Advisors Trian shall have no liability with respect to, and shall not be liable obligated to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, or its affiliates, officers, directors, employees, agents or other representatives, from or against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the Fund performance by Trian of the services hereunder; provided that Trian shall indemnify and their respective hold harmless the Company and its affiliates, officers, directors, employees, agents and other representatives of the Company from and against any such cost, loss, expense, damage or liability resulting from the gross negligence, willful misconduct or fraud of Trian or any of its officers, employees, partners, members or agents. The Company shall indemnify and hold harmless Trian, its affiliates, officers, directors, employees, agents or other representatives from and against any persons who control cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance by Trian of the services hereunder other than any such cost, loss, expense, damage or liability resulting from the gross negligence, willful misconduct or fraud of Trian or any of its officers, employees, partners, members or agents. (b) Notwithstanding the terms of any indemnification agreement between the Company and those persons who will be providing services to the Fund, respectively Company under this Agreement (collectively, the each an “Indemnified PartiesIndemnification Agreement”), from any losses, claims, damages, liabilities, or actions each such Indemnification Agreement shall continue in full force and effect with respect thereof to which the Indemnified Parties may become subject, including amounts paid services provided hereunder subject to thee exclusions set forth in settlement with clause (a) above. The indemnification pursuant to the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors Indemnification Agreements shall not be liable deemed exclusive of any other rights to which such persons may be entitled under the Company Company’s Certificate of Incorporation or the Fund for By-laws or under any action taken other agreement, contract of insurance, vote of stockholders or omitted by the Company disinterested directors, or the Fund in bad faith otherwise, or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers broader power of the Company and to indemnify an agent of the Fund, and any person controlling the Company and the Fund, respectivelycompany as authorized by Delaware law. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Trust in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Trust and any person or entity claiming through the Trust 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 the Trust 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) Natixis Advisors The Trust agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of the Trust or are based upon information furnished by or on behalf of the Trust 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Trust contained in this Agreement. Natixis Advisors , and the Trust will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, in connection with investigating investigating, defending or defending against preparing to defend any such action, proceeding or claim described above in this Section 8(b); provided, however, that the Trust shall not be liable in any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable 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 Company Trust in reliance upon and in conformity with any Agent Provided Information, or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Trust shall not indemnify any person pursuant to this Section 4 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 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 vote of a majority of a quorum of the trustees of the Trust 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 Distributor will indemnify and hold harmless the Trust and its several officers and trustees, and any person who controls the Trust 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 Trust or any of its several officers and trustees by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Trust and its several officers, trustees 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors Notwithstanding anything in this Article VI or this Redevelopment Agreement to the contrary, neither the CDA, the City, nor their officers, directors, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Agreement. The obligation of the CDA on any TIF Indebtedness shall be limited solely to the Tax Increment pledged as security for such TIF Indebtedness. Specifically, but without limitation, neither the City nor the CDA shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties or obligations hereunder. The Redevelopers releases the CDA and the City from and agree that the CDA and the City shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out or damage to property or any injury to or death of any act or omission person that may be occasioned by Natixis Advisors, or any persons engaged pursuant cause whatsoever pertaining to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; providedPrivate Improvements. Provided, however, that nothing contained herein such release shall not be construed deemed to protect Natixis Advisors against any include such liability to actions as arise directly out of the Company sole negligence or willful misconduct of the CDA or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderCity. (b) Natixis Advisors will indemnify The Redevelopers agree to indemnify, defend (at the CDA’s and/or the City’s option) and hold harmless the CompanyCDA, the Fund and City, their respective officers, employees, officials, agents, representatives and agents volunteers from and against any persons who control the Company and the Fundall liabilities, respectively damages, injuries (collectively, the “Indemnified Parties”including death), from any lossesproperty damage (including loss of use), claims, damagesliens, liabilitiesjudgments, costs, expenses, suits, actions, or actions in respect thereof to which the Indemnified Parties may become subjectproceedings and reasonable attorney’s fees, including amounts paid in settlement with the prior written consent and actual damages of Natixis Advisorsany kind or nature, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise arising out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating any aspect of the acts, omissions, negligence or defending against any such losswillful misconduct of Redevelopers, claimtheir employees, damageagents, liabilityofficers, contractors or subcontractors, or actionRedevelopers’ performance or failure to perform under the terms and conditions of this Redevelopment Agreement. Natixis Advisors Such indemnification, hold harmless and defense obligation shall not be liable to the Company exclude only such liability actions as arise directly out of acts, omissions, or the Fund for any action taken sole negligence or omitted by willful misconduct of the Company CDA or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunderCity. The indemnities herein shall, upon the same terms indemnification and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The defense obligations set forth in this Section 4 herein shall survive the termination of this Redevelopment Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary neither Agency, City, nor their officers, directors, employees, agents, attorneys or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the City and Agency under this Redevelopment Contract shall be the issuance of the TIF Indebtedness, granting of a portion of the proceeds thereof to Developer, providing certain public infrastructure improvements and conveying the Premises, as specifically set forth in Sections 3.02, 3.04, 3.06, and 3.07. The obligation of the Agency on any TIF Indebtedness shall be limited solely to the pledge of TIF revenues pursuant to Section 3.03 as security for such TIF Indebtedness. Specifically, but without limitation, neither City nor Agency shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties, or obligations hereunder. The Developer releases the Agency and the City from, agrees that the Agency and City shall not be liable for, and agrees to indemnify and hold the Company for Agency and City harmless from any error of judgment or mistake of law or liability for any loss arising out or damage to property or any injury to or death of any act person that may be occasioned by any cause whatsoever pertaining to Project as the result of any action or omission by Natixis Advisorsinaction of the Developer. The Developer will indemnify and hold each of the Agency and City and their directors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents members of their governing bodies free and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, including litigation expenses, attorney’s fees and expenses, or action. Natixis Advisors shall not be liable court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about the Company or Project during the Fund for term of this Redevelopment Contract arising out of any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund inaction of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyDeveloper. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors A. NexTier shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, suffered in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except for a loss resulting from NxxXxxx's willful misfeasance, bad faith, or gross negligence in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of under this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such lossFurthermore, claim, damage, liability, or action. Natixis Advisors NexTier shall not be liable for (i) any action taken or omitted to be taken in accordance with or in reliance upon written or oral instructions, advice, data, documents or information (without investigation or verification) received by NexTier from or on behalf of the Fund or an officer or representative of the Fund, or from a representative of any of the Service Providers or (ii) any action taken or omission by the Fund or any past or current Service Provider. NexTier may apply to the Company Fund at any time for instructions and may consult counsel for the Fund, or the Fund its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and NexTier shall not be liable or accountable for any action taken or omitted by the Company or the Fund it in bad good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. B. The Fund agrees to indemnify and hold harmless NexTier, its employees, agents, officers, directors, affiliates and nominees (collectively, the "NexTier Indemnified Parties") from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (a "Claim") which may be asserted against or incurred by any NexTier Indemnified Party or for which any NexTier Indemnified Party may be held liable arising out of or in any way relating to (i) NexTier's actions or omissions except to the extent a Claim resulted from NexTier's willful misfeasance misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or with from reckless disregard by the Company or the Fund it of their respective its obligations and duties hereunder; (ii) NexTier's reliance on, implementation of or use of (without investigation or verification) advice, instructions, requests, directions, information, data, records and documents received by NexTier from the Fund or any Service Provider, or any representative thereof, (iii) any breach of any of the Fund's obligations, representations or warranties hereunder, or (iv) any action taken by, or omission of, the Fund or any past or current Service Provider. The indemnities herein NexTier Indemnified Parties shall promptly notify the Fund of any matter which could give rise to the Fund’s indemnification obligations hereunder. The Fund may, at its option, assume the defense of the applicable NexTier Indemnified Party with respect to any claim for which the NexTier Indemnified Party would be entitled to indemnification hereunder within 30 days after the Fund’s receipt of an indemnification notice by the NexTier Indemnified Party. C. The Fund shall, upon the same terms and conditions, extend to and inure to the benefit of each fullest extent permitted by applicable law, indemnify the natural person designated as Chief Compliance Officer to the extent named as a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the officers Fund or other entity) by reason of the Company fact that such person serves or served as Chief Compliance Officer hereunder, against expenses (including, but not limited to, attorneys fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, no indemnification shall be provided if a final unappealable judgment or award establishes that such person engaged in gross negligence, intentional misconduct or a transaction from which such person derived an improper personal benefit. Expenses incurred by the CCO in defending a threatened, pending or completed civil or criminal action, suit or proceeding shall be paid by the Fund in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Fund, and . The CCO shall promptly notify the Fund of any person controlling the Company and matter which could give rise to the Fund’s indemnification obligations hereunder. The Fund may, respectivelyat its option, assume the defense of the CCO with respect to any claim for which the CCO would be entitled to indemnification hereunder within 30 days after the Fund’s receipt of an indemnification notice by the CCO. (c) D. In no event and under no circumstances shall either party, its affiliates or any of its or their officers, directors, members, agents or employees, be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof. The obligations indemnity and defense provisions set forth in this Section 4 shall indefinitely survive the termination and/or assignment of this Agreement. E. Notwithstanding any other provision of this agreement, NexTier's liabilities under this Agreement, whether under contract law, tort law, warranty or otherwise shall be limited to direct damages not to exceed the amounts actually received by NexTier under this agreement during the 24 months prior to the date of the action giving rise to the claim; provided, that such limitation of liability shall not be applicable to any damages (a) covered by NexTier’s insurance, or (b) arising from NexTier’s gross negligence or willful misconduct. F. Any person, even though also a director, officer, employee, shareholder or agent of NexTier, who may be or become an officer, Trustee, employee or agent of the Fund, when rendering services to the Fund or acting on any business of the Fund, shall be indemnified as an officer of the Fund to the fullest extent permitted by law.

Limitation of Liability; Indemnification. (a) Natixis Advisors shall Each party acknowledges and agrees that the obligations of the other party hereunder are exclusively the obligations of such other party and are not be liable to the Company for any error of judgment guaranteed directly or mistake of law or for any loss arising out of any act or omission indirectly by Natixis Advisorssuch other party’s shareholders, members, managers, officers, directors, agents, or any persons engaged 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 (i) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (ii) any term or provision of the Schedule to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to Section 2(b) hereofthis Agreement will not subject the Provider, including any of its Affiliates or their respective members, shareholders, managers, directors, officers, agentsemployees, or agents to any liability whatsoever, except as directly caused by the gross negligence or willful misconduct on the part of the Provider or any of its members, shareholders, managers, directors, officers, employees, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunderagents; provided, however, that nothing contained herein shall the Provider’s liability as a result of such gross negligence or willful misconduct will be construed limited to protect Natixis Advisors against an amount not to exceed the lesser of (x) the price paid for the particular Service, (y) the Recipient’s or its Affiliate’s cost of performing the Service itself during the remainder of the applicable Service Period, or (z) 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 liability such alternatives to the Company or Services by selecting the Fund, or most cost effective alternatives which provide the shareholders functional equivalent of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderServices replaced. (bc) Natixis Advisors will 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 5.2(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 Recipient agrees to indemnify and hold harmless the CompanyProvider, the Fund Provider or its Affiliates and their respective members, shareholders, managers, directors, officers, employees, and agents and with respect to any persons who control the Company and the Fund, respectively claims or liabilities (collectively, the including reasonable attorneys’ fees) (“Indemnified PartiesClaims”), from any losseswhich may be asserted or imposed against the Provider or such persons by a third party who is not an affiliate of either party, claims, damages, liabilitiesas a result of (i) the provision of the Services pursuant to this Agreement, or actions (ii) 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 respect thereof 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 Indemnified Parties 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 become subject, including amounts paid in settlement with be covered by this indemnity without the prior written consent of Natixis Advisors, insofar as the Indemnitor (such losses, claims, damages, liabilities, consent not to be unreasonably withheld or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelydelayed). (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors In the event Company is found liable to you for any costs, damages, or other liabilities related to the Agreement or the Services, the aggregate amount of such liability shall not exceed the amount you paid to Company for the specific Agreement for the Services giving rise to such claim less all third party costs and expenses incurred by Company in connection with the provision of such Services. In no event shall Company be liable for consequential, special or incidental damages in connection with the Services or the Agreement. You agree to the indemnify, defend, and hold Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisorsand its employees, or any persons engaged pursuant to Section 2(b) hereofowners, including officersgovernors, agents, and employees of Natixis Advisors representatives harmless from and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fundand all claims, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions other costs related to or arising out of your breach of the Agreement, negligence, or willful or wanton conduct. Subject to the limitations set forth herein, Company will indemnify and hold you harmless for any damages awarded to a third party against you arising directly out any claim by a third party that the Company IP or the Garment infringes any intellectual property right of a third party. However, Company will not have this obligation to the extent it arises out of modification of the Garment or Company’s IP by someone other than Company without Company’s written approval. The party requesting indemnification must notify the indemnifying party of its potential right to defense and indemnification in respect thereof to which writing detailing the Indemnified Parties may become subjectclaim as soon as practicable after learning of the claim. If it accepts the defense, the indemnifying party shall control the defense and resolution of the claim, including amounts paid the selection and retention of counsel. The party requesting indemnification shall cooperate in settlement the defense and resolution of any claim at the expense of the indemnifying party. Failure to provide such cooperation shall relieve the indemnifying party of its obligations under this Section. The party requesting indemnification may participate in and observe the defense and resolution of any claim with its own counsel at its sole cost and expense. The indemnifying party shall not settle the prior written consent of Natixis Advisorsclaim in a manner that materially adversely affects the indemnified party without its consent, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors which shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyunreasonably withheld. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors shall WHETHER IN CONNECTION WITH YOUR ACCOUNT OR A SERVICE, IN NO EVENT WILL EITHER YOU OR KLEINBANK, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, SHAREHOLDERS, OR AGENTS BE LIABILE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT OR WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO EITHER PARTY. The foregoing limitation of liability will not be liable apply where expressly prohibited by the laws governing your Account. We will not have any liability to you if there are insufficient available funds in your Account to pay your Items due to actions taken by us in accordance with this Agreement. Except to the Company for any error of judgment extent that we fail to exercise “ordinary care” or mistake of law or for any loss breaches this Agreement, you agree to indemnify and hold KleinBank and its officers, directors, employees, consultants, shareholders, and agents harmless from all claims, demands, losses, liabilities, judgments, and expenses (including attorney fees and legal expenses) arising out of or in any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the way connected with performance of its duties hereunder; provided, however, under this Agreement. You agree that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors this indemnification will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms survive termination of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors ACTS BEYOND THE CONTROL OF THE BANK - The Bank shall not be liable deemed to be in default of any of the Company obligations required to be performed under this Agreement if the performance thereof is delayed, hindered, or becomes impossible because of any act of God or public enemy, hostilities, war (declared or undeclared), guerilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, accident, civil commotion, epidemic, act of government or its agencies or officers, power interruption or transmission failure, or any cause beyond the control of you or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyBank. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Fund in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Fund and any person or entity claiming through the 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 the 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. (b) Natixis Advisors The Fund agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, the Prospectus 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Fund contained in this Agreement. Natixis Advisors , and the Fund will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company 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 connection with investigating or defending against any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable 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 Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith reliance upon and in conformity with any Agent Provided Information, or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Fund shall not indemnify any person pursuant to this Section 4 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 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 vote 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 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 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 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. Except as otherwise provided by law, Customer understands and agrees that CCMX, any Carta Affiliates, or any of their respective officers, directors, employees, or agents (aeach such entity or person, an “Indemnified Party”) Natixis Advisors shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisorsexpenses, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, demands, charges and claims of any kind or actions in nature (including, without limitation, any legal expenses and attorneys’ fees) (collectively, “Losses”) by or with respect thereof to which any matters pertaining to the Account, Customer’s use of the CCMX Platform, the CCMX Services, or any other services provided by the Indemnified Parties may become subjectunder this Brokerage Agreement, except to the extent that such Losses are actual Losses and are determined by a court of competent jurisdiction or an arbitration panel in a final non- appealable judgment or order to have resulted solely from an Indemnified Party’ gross negligence or willful misconduct. Customer also understands and agrees that Indemnified Parties will have no liability in connection with the performance or non-performance by any third party (including banks) of their obligations relative to Customer and the Account. Customer further understands and agrees that Indemnified Parties will have no liability, to Customer or to any third parties for: (i) any Losses resulting from a cause over which Indemnified Parties have no direct control, including amounts paid the failure of mechanical equipment, unauthorized access, theft, operator errors, government actions or restrictions, force majeure events, or suspension of trading; and (ii) any special, indirect, incidental, consequential, punitive, or exemplary damages (including lost profits, trading losses and damages) that Customer may incur in connection with the Account, Customer’s use of the CCMX Platform, the CCMX Services, or any other services provided under this Brokerage Agreement. CUSTOMER ACCEPTS ALL RISKS ASSOCIATED WITH THE USE OF THE CCMX PLATFORM AND THE CCMX SERVICES TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS. Customer consents to the use of automated systems or service bureaus by CCMX and the Carta Affiliates in conjunction with the Account, including automated order entry and execution, record keeping, reporting and account reconciliation, and risk management systems (collectively “Automated Systems”). Customer understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure of any computer hardware or software used by an Indemnified Party, or any telecommunications lines or devices used by an Indemnified Party, and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause Customer to suffer substantial damage, expense or liability. Customer understands and agrees that Indemnified Parties will have no liability whatsoever for any Losses incurred by Customer, arising out of or relating to a System Failure, Downtime, or any erroneous order or trade that prevents CCMX from fulfilling its obligations under this Brokerage Agreement, provided that CCMX will use commercially reasonable efforts to prevent or limit such erroneous orders, trades, System Failures, or Downtime. In addition, Customer agrees that the Indemnified Parties shall have no liability for, and agrees to indemnify, defend, and hold harmless Indemnified Parties from, all Losses that result from: (i) Customer’s or Customer agent’s misrepresentation or alleged misrepresentation, error of judgment, or act or omission; (ii) Customer’s or Customer agent’s breach of this Brokerage Agreement, (iii) Indemnified Parties following Customer’s or Customer agent’s directions or instructions, or failing to follow Customer’s or Customer agent’s unlawful or unreasonable directions or instructions; (iv) any activities or services of the Indemnified Parties in connection with the Account (including any technology services, reporting, trading, research or capital introduction services); or (v) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to Customer. If Customer is a California resident, Customer hereby waives California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, would have materially affected his or her settlement with the prior written consent debtor or releasing party.” If Customer is a resident of Natixis Advisorsanother jurisdiction, insofar as Customer hereby waive any comparable statute or doctrine. If Customer authorizes or allows third parties to access to CCMX Services, including the Account, Customer will indemnify, defend and hold harmless CCMX, any Carta Affiliates, and their respective officers and employees against any Losses arising out of claims or suits by such lossesthird parties based upon or relating to such access and use. CCMX does not warrant against loss of use or any direct, claimsindirect or consequential damages or Losses to Customer caused by Customer’s authorization, damagesexpressed or implied, liabilitiesto a third party accessing the Account or associated information, including access provided through any other third-party systems or sites. Customer agrees to indemnify CCMX for actual, reasonable legal costs and expenses directly related to the Account that are a result of any regulatory inquiry, legal action, litigation, dispute, or actions in respect thereof investigation that arise out of or result from relate to Customer, Customer’s use of the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company Account or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyCCMX Services. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors NSC shall not be liable to the Company Trust or the Funds for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis AdvisorsNSC, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors NSC and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors NSC against any liability to the Company or Trust, the FundFunds, or the shareholders of the Company or the Fund, to which Natixis Advisors NSC shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors NSC will indemnify and hold harmless the CompanyTrust, the Fund and their respective its trustees, officers, employees, and agents and any persons who control the Company and the Fund, respectively Trust (collectively, the “"Trust Indemnified Parties”), ") and hold each of them harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Trust Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis AdvisorsNSC, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors NSC to comply with the terms of this Agreement. Natixis Advisors NSC will reimburse the Company and the Fund Trust for reasonable legal or other expenses reasonably incurred by the Company and the Fund Trust in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors NSC shall not be liable to the Company or the Fund Trust for any action taken or omitted by the Company or the Fund Trust in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund Trust of their respective its obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the trustees and officers of the Company and the Fund, Trust and any person controlling the Company and the Fund, respectivelyTrust. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors shall Each party acknowledges and agrees that the obligations of the other party hereunder are exclusively the obligations of such other party and are not be liable to the Company for any error of judgment guaranteed directly or mistake of law or for any loss arising out of any act or omission indirectly by Natixis Advisorssuch other party’s shareholders, members, managers, officers, directors, agents, or any persons engaged 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 (i) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (ii) any term or provision of the Schedule to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to Section 2(b) hereofthis Agreement will not subject the Provider, including any of its Affiliates or their respective members, shareholders, managers, directors, officers, agentsemployees, or agents to any liability whatsoever, except as directly caused by the gross negligence or willful misconduct on the part of the Provider or any of its members, shareholders, managers, directors, officers, employees, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunderagents; provided, however, that nothing contained herein shall the Provider’s liability as a result of such gross negligence or willful misconduct will be construed limited to protect Natixis Advisors against an amount not to exceed the lesser of (x) the price paid for the particular Service, (y) the Recipient’s or its Affiliate’s cost of performing the Service itself during the remainder of the applicable Service Period, or (z) 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 liability such alternatives to the Company or Services by selecting the Fund, or most cost effective alternatives which provide the shareholders functional equivalent of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderServices replaced. (bc) Natixis Advisors will 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 5.2(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 Recipient agrees to indemnify and hold harmless the CompanyProvider, the Fund Provider or its Affiliates and their respective members, shareholders, managers, directors, officers, employees, and agents and with respect to any persons who control the Company and the Fund, respectively claims or liabilities (collectively, the including reasonable attorneys’ fees) (“Indemnified PartiesClaims”), from any losseswhich may be asserted or imposed against the Provider or such persons by a third party who is not an affiliate of either party, claims, damages, liabilitiesas a result of (i) the provision of the Services pursuant to this Agreement, or actions (ii) 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 respect thereof 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 Indemnified Parties 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 become subject, including amounts paid in settlement with be covered by this indemnity without the prior written consent of Natixis Advisors, insofar as the Indemnitor (such losses, claims, damages, liabilities, consent not to be unreasonably withheld or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelydelayed). (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Administrator shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted to be taken by the Company Administrator in connection with the performance of its duties or obligations under this Agreement, except for losses, damages or expenses caused by or resulting from or attributable to willful misconduct, bad faith or gross negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement. The Fund shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Administrator in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement, provided that no indemnification shall be available for acts or omissions attributable to willful misconduct, bad faith or gross negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement, and provided further, that the Administrator shall be entitled to indemnification hereunder only to the extent consistent with the 1940 Act. For purposes of this Section 6(a), the Administrator shall include its directors, officers and employees and persons to whom duties or obligations are delegated by the Administrator hereunder. (b) The Administrator shall indemnify and hold harmless the Fund and its directors, officers and agents from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Fund in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the Administrator’s (including for this purpose any person to whom the Administrator has delegated any duties or obligations hereunder) willful misconduct, bad faith or with willful misfeasance or gross negligence or with reckless disregard by in the Company or the Fund performance of their respective its obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit under this Agreement or by reason of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyits reckless disregard thereof. (c) The obligations set forth in this Section 4 shall survive the termination of With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification and, if it so chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest, but in no event shall the indemnifying party be obligated to pay the fees and expenses of more than one counsel in addition to counsel to the indemnifying party.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Trust in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Trust and any person or entity claiming through the Trust 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 the Trust 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) Natixis Advisors The Trust agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, the Prospectus or in any application or other document executed by or on behalf of the Trust or are based upon information furnished by or on behalf of the Trust 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Trust contained in this Agreement. Natixis Advisors , and the Trust will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, in connection with investigating investigating, defending or defending against preparing to defend any such action, proceeding or claim described above in this Section 8(b); provided, however, that the Trust shall not be liable in any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable 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 Company Trust in reliance upon and in conformity with any Agent Provided Information, or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Trust shall not indemnify any person pursuant to this Section 4 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 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 vote of a majority of a quorum of the Trustees 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 Distributor will indemnify and hold harmless the Trust and its several officers and Trustees, and any person who controls the Trust 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 Trust or any of its several officers and Trustees by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Trust and its several officers, Trustees 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Fund in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from reckless disregard by it of its obligations and duties hereunderunder this Agreement. Notwithstanding anything in this Agreement to the contrary, the Distributor’s cumulative liability to the Fund and any person or entity claiming through the 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 the 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. (b) Natixis Advisors The Fund agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus 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; or (ii) arise out of, or are based upon, any breach of the representations, warranties or result from covenants of the failure of Natixis Advisors to comply with the terms of Fund contained in this Agreement. Natixis Advisors , and the Fund will reimburse the Company Distributor, its several officers, and directors, and any person who controls the Fund Distributor within the meaning of Section 15 of the Securities Act, for reasonable any legal or other expenses reasonably incurred by the Company 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 connection with investigating or defending against any case to the extent that such loss, claim, damage, liabilitydamage or liability arises out of, or action. Natixis Advisors shall not be liable is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Blue Sky application with respect to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith reliance upon and in conformity with any Agent Provided Information, or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each arising out of the officers failure of the Company and the Fund, and Distributor or any person controlling the Company and the Fund, respectivelysub-placement agent to deliver a current Prospectus. (c) The obligations set forth in Fund shall not indemnify any person pursuant to this Section 4 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 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 vote 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 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 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 action, proceeding or claim. (e) This Section 8 shall survive the any termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors Consultant shall not be liable have no liability to the Company Company, its shareholders or to any third party for any error losses, liabilities, obligations, fines, injunctions or other costs or expenses of judgment any kind directly or mistake indirectly sustained, or incurred or arising as a result of law the services that are the subject of this Agreement (or any action or inaction of any third party retained by or acting on behalf of Consultant hereunder) or for any loss arising out of any act other cause or omission by Natixis Advisorsreason, except as may result from Consultant's gross negligence or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, wilful misconduct in the performance of its duties hereunder. (b) The Company agrees to indemnify and hold Consultant harmless from and against any losses, claims, damages or liabilities, joint or several, to which Consultant may become subject in connection with the services which are the subject of this Agreement, and to reimburse Consultant for any out-of-pocket expenses including reasonable fees and expenses of counsel (including the cost of any investigation and preparation) incurred by Consultant in (c) Consultant agrees to indemnify and hold the Company harmless from and against any losses, claims, damages or liabilities, joint or several, to which the Company may become subject in connection with the services which are the subject of this Agreement, and to reimburse the Company for any out-of-pocket expenses including reasonable fees and expenses of counsel (including the cost of any investigation and preparation) incurred by the Company in connection therewith, whether or not resulting in any liability; provided, however, that nothing contained herein Consultant shall not be construed to protect Natixis Advisors against any liability liable under the foregoing indemnity except to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors extent that a court having jurisdiction shall otherwise be subject have determined by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any a final judgment that such loss, claim, damage, liability, damage or action. Natixis Advisors shall not be liable to liability resulted from the Company willful misconduct or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or gross negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunderConsultant. The indemnities herein indemnity agreement in this paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each of person, if any, who may be deemed to control the officers Company and to the respective officers, directors, employees and advisors of the Company and such control persons. This indemnification shall remain in full force and effect following the Fundcompletion or termination of this agreement. (d) If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity under this Section 7 by any third party, written notice thereof shall be given to the indemnifying party as promptly as practicable; provided that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates that such failure was prejudicial to the ability of the indemnifying party to defend such lawsuit or action and resulted in increased cost to the indemnifying party pursuant to this Section 7. After such notice, if the indemnifying party shall acknowledge in writing to such indemnified party that such indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at the indemnifying party's cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. However, if the defendants in any action involve both the indemnifying party and the indemnified party, and the indemnified party concludes that representation of both the indemnifying party and the indemnified party by the same counsel is inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or for some other reason, then the indemnifying party shall have the right, at the expense of the indemnifying party, to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of the indemnified party. (e) In the case of any person controlling legal action directly between the Company and Consultant with regard to any matter covered by the Fund, respectively. (c) The obligations set forth in provisions of this Section 4 7, the non-prevailing party shall survive pay all reasonable attorney's fees and expenses of the termination prevailing party incurred solely as a result of this Agreementsuch action.

Limitation of Liability; Indemnification. (ai) Natixis Advisors shall Each party acknowledges and agrees that the obligations of the other party hereunder are exclusively the obligations of such other party and are not be liable guaranteed directly or indirectly by such other party’s stockholders, members, managers, officers, directors, agents or any other person. Except as otherwise specifically set forth in a separate agreement, and subject to the Company terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for any error of judgment or mistake of law or for any loss arising out satisfaction of any act claims, demands or omission causes of action for damages, injuries or losses sustained by Natixis Advisorsany party as a result of the other party’s action or inaction. (ii) Notwithstanding (A) the Providing Party’s agreement to perform the Services in accordance with the provisions hereof, or (B) any persons engaged term or provision of the Exhibits to the contrary, the Receiving Party acknowledges that performance by the Providing Party of Services pursuant to Section 2(b) hereofthis Agreement will not subject the Providing Party, including any member of its Group or their respective members, stockholders, managers, directors, officers, agentsemployees or agents to any liability whatsoever, and employees except as directly caused by the willful misconduct or gross negligence on the part of Natixis Advisors and its affiliates, in the performance Providing Party or any of its duties hereundermembers, stockholders, managers, directors, officers, employees and agents; provided, however, that nothing contained herein shall the Providing Party’s liability as a result of such willful misconduct or gross negligence will be construed to protect Natixis Advisors against any liability limited to the Company or amount of Actual Costs it has actually received pursuant to Section 2.4 in connection with the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderService(s) at issue. (biii) Natixis Advisors will NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY MEMBER OF EITHER GROUP BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY ANY MEMBER OF THE OTHER GROUP, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT A MEMBER OF EITHER GROUP IS REQUIRED TO PAY (1) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 2.7(B)(IV) AND/OR (2) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT A MEMBER OF EITHER GROUP, 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 2.7(B)(III). (iv) The Receiving Party agrees to indemnify and hold harmless the CompanyProviding Party, the Fund each member of its Group and their respective members, stockholders, managers, directors, officers, employees, employees and agents with respect to any claims or liabilities (including reasonable attorneys’ fees) (“Claims”) which may be asserted or imposed against the Providing Party or such persons by a third-party who is not a member of either Group, as a result of (A) the provision of Services pursuant to this Agreement, or (B) the material breach by Receiving Party of a third party agreement that causes or constitutes a material breach of that same agreement by Providing Party, except (with respect to both of the foregoing) for any claims which are directly caused by the willful misconduct or gross negligence of the Providing Party 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) shall be reimbursed to Indemnitee by Indemnitor. Upon assumption of the defense of any persons who such Claim, Indemnitor shall, as its own cost and expense, select legal counsel, conduct and control the Company defense and/or settlement of any suit or action which is covered by Indemnitor’s indemnity. Indemnitee shall render all cooperation and assistance reasonably requested by the FundIndemnitor and Indemnitor shall keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, respectively 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 (collectivelywhether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as the Indemnitor (such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors consent not to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyunreasonably withheld). (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors 10.3.1 None of the Company Stockholders’ Representatives, Parent, Merger Sub, the Surviving Corporation, the Subsidiaries, and, if applicable, their respective directors, officers or stockholders, and any Affiliates of any of their respective directors, officers or stockholders, will have any liability to any holder of Company Shares or to any other Person with respect to actions taken or omitted to be taken by the Company Stockholders’ Representatives, except that the foregoing shall not be liable to relieve the Company Stockholders’ Representatives of any liability to a holder of Company Shares or to any other Person with respect to any action which is finally determined by a court of competent jurisdiction to constitute bad faith or willful misconduct on the part of the Company Stockholders’ Representatives and, in each case, subject to Section 10.3.2 below. 10.3.2 In no event will the Company Stockholders’ Representatives be responsible for any error punitive, consequential, incidental or special damages, including loss of judgment revenue or mistake income, diminution in value, business interruption, cost of law capital or for any loss of business reputation or opportunity whatsoever arising out of this agreement, even if the representative has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of any act or omission by Natixis Advisorsparty and regardless of whether such liability arises in contract, negligence, tort, strict liability or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees other theory of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderliability. (b) Natixis Advisors will 10.3.3 Each Company Stockholder hereby agrees to indemnify and hold harmless the CompanyCompany Stockholders’ Representatives, the Fund and and, if applicable, their respective officersdirectors, employeesofficers and stockholders, and agents the Affiliates of any of such directors, officers and any persons who control the Company and the Fund, respectively stockholders (collectively, the “Indemnified Representative Parties”), from any losses, claims, damages, liabilities, Losses that a Representative Party may suffer or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund incur in connection with investigating or defending against any such lossthe performance of the Company Stockholders’ Representatives’ duties and obligations in connection with this Agreement and the documents delivered in connection with the Agreement to which it is a party, claim, damage, liability, or action. Natixis Advisors shall not be liable except to the Company or the Fund for any action taken or omitted extent such actions are finally determined by the Company or the Fund in a court of competent jurisdiction to constitute bad faith or with willful misfeasance or negligence or with reckless disregard by misconduct on the part of such Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyStockholders’ Representatives. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither Authority, Village, nor their officers, directors, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Village and the Authority under this Redevelopment Contract shall be the issuance of the TIF Indebtedness and granting the proceeds thereof to Redeveloper as set forth in Article III. The obligation of the Authority on any TIF Indebtedness shall be limited solely to the TIF Revenues pledged as security for such TIF Indebtedness. Specifically, but without limitation, neither Village nor Authority shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties or obligations hereunder. The Redeveloper releases the Authority and the Village from, agrees that the Authority and the Village shall not be liable for, and agrees to indemnify and hold the Company for Authority and the Village harmless from any error of judgment or mistake of law or liability for any loss arising out or damage to property or any injury to or death of any act or omission person that may be occasioned by Natixis Advisorsany cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each of the Authority and the Village and their directors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, employees and employees member of Natixis Advisors their governing bodies free and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, including litigation expenses, attorneys’ fees and expenses, or action. Natixis Advisors shall court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about the Project during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, whether or not be liable related to the Company Project, or resulting from or in any way connected with specified events, including the Fund for management of the Project, or in any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure way related to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in this Section 4 shall survive the termination enforcement of this AgreementRedevelopment Contract or any other cause pertaining to the Project.

Limitation of Liability; Indemnification. (ai) Natixis Advisors To the maximum extent permissible by applicable law, the Stockholder Representative shall incur no liability of any kind to any Seller Indemnifying Party or any other Person with respect to any action or inaction taken or failed to be taken, by it or by its agents, in connection with its services as the Stockholder Representative, except with respect to its own willful misconduct or gross negligence in which case the Stockholder Representative will reimburse the Seller Indemnifying Parties the amount of such loss attributable to such gross negligence or willful misconduct. Anything in this Agreement to the contrary notwithstanding, in no event shall the Stockholder Representative be liable under this Agreement, the Escrow Agreement or any of the ancillary documents to the Seller Indemnifying Parties for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), regardless of whether or not any such damages were foreseeable or contemplated and even if the Stockholder Representative has been advised of the likelihood of such loss or damage, no matter the form of action. The Stockholder Representative may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Seller Indemnifying Party or other party. In all questions arising under this Agreement, the Escrow Agreement or any of the ancillary documents, the Stockholder Representative may rely on the advice of counsel, accountants or other skilled persons, and the Stockholder Representative will not be liable to any Seller Indemnifying Party or any other Person for anything done, omitted or suffered in good faith by the Company for Stockholder Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement or any error of judgment the transactions contemplated hereby shall require the Stockholder Representative to expend or mistake risk its own funds or otherwise incur any financial liability in the exercise or performance of law any of its powers, rights, duties or for privileges under this Agreement or any loss of the transactions contemplated hereby. Furthermore, the Stockholder Representative shall not be required to take any action unless the Stockholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholder Representative against the costs, expenses and liabilities which may be incurred by the Stockholder Representative in performing such actions. (ii) The Stockholder Representative and its members, managers, directors, officers, agents and employees shall be indemnified, defended and held harmless as set forth from and against any and all Losses arising out of any act or omission by Natixis Advisorsin connection with the Stockholder Representative’s execution and performance of this Agreement, the Escrow Agreement and the ancillary documents, or otherwise in connection with acting as the Stockholder Representative, in each case as such Loss is incurred, except with respect to willful misconduct or gross negligence on the part of the Stockholder Representative, in which case the Stockholder Representative will reimburse the Seller Indemnifying Parties the amount of such Loss attributable to such gross negligence or willful misconduct. Any such Losses shall be recovered first from the Stockholder Representative Fund, second from any persons engaged distribution of the Escrow Fund otherwise distributable to the Seller Indemnifying Parties pursuant to Section 2(b) hereofthe terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Stockholder Representative to the Escrow Agent in accordance with the Escrow Agreement, including officers, agentsthird from any Earn-Out Payment otherwise distributable to the Seller Indemnifying Parties pursuant to the terms hereof at the time of distribution in accordance with written instructions delivered by the Stockholder Representative to the Parent (the “Distributable Funds”), and employees fourth, directly from the Seller Indemnifying Parties, severally (based on such Seller Indemnifying Party’s Final Excess Indemnity Pro Rata Share of Natixis Advisors each Loss covered by this Section 7.2(a)) and its affiliates, not jointly. Notwithstanding anything in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability this Agreement to the Company or the Fundcontrary, or the shareholders none of the Company or the FundParent, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasanceMerger Sub, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and Surviving Corporation or any of their respective officersAffiliates shall have any liability or obligation to indemnify, employeesdefend or hold harmless the Stockholder Representative. Notwithstanding anything to the contrary herein, and agents and in no event shall the aggregate liability of any persons who control Seller Indemnifying Party to indemnify, defend or hold harmless the Company and Stockholder Representative exceed the Fund, respectively consideration received by such Seller Indemnifying Party. (collectively, iii) Certain Seller Indemnifying Parties (the “Indemnified PartiesAdvisory Group”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement ) have concurrently herewith entered into an engagement agreement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions Stockholder Representative regarding direction to be provided by the Advisory Group to the Stockholder Representative. The Advisory Group shall incur no liability to any Seller Indemnifying Party while acting in respect thereof arise good faith and arising out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating the acceptance or defending against administration of their duties (it being understood that any such loss, claim, damage, liability, act done or action. Natixis Advisors shall not be liable omitted pursuant to the Company advice of counsel shall be conclusive evidence of such good faith). All of the immunities and powers granted to the Stockholder Representative under this Agreement shall survive the resignation or removal of Stockholder Representative and the Fund for Closing and/or any action taken or omitted by termination of this Agreement and the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunderEscrow Agreement. The indemnities herein shallgrant of authority provided for in this Section 7.7: (i) is coupled with an interest and shall be irrevocable and survive the death, upon the same terms and conditionsincompetence, extend to and inure to the benefit of each bankruptcy or liquidation of the officers respective Seller Indemnifying Party and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Seller Indemnifying Party of the Company and whole or any fraction of his, her or its interest in the Escrow Fund, and any person controlling the Company and the Fund, respectively. (civ) The obligations set forth parties hereto agree that to the extent the Stockholder Representative receives documents, spreadsheets or other forms of information from any party and the Stockholder Representative is required to deliver any such document, spreadsheet or other form of information to another party, the Stockholder Representative is not responsible for the content of such materials, nor is the Stockholder Representative responsible for confirming the accuracy of any information contained in this Section 4 shall survive such materials or reconciling the termination content of this Agreementany such materials with any other documents, spreadsheets or other information. The Stockholder Representative is hereby granted a lien on, right of set-off against and security interest in the Stockholder Representative Fund and the Distributable Funds for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder.

Limitation of Liability; Indemnification. (a) Natixis Advisors Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither Authority, City, nor their officers, directors, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the City and the Authority under this Redevelopment Contract shall be the issuance of the TIF Indebtedness and granting the proceeds thereof to Redeveloper as set forth in Article III. The obligation of the Authority on any TIF Indebtedness shall be limited solely to the TIF Revenues pledged as security for such TIP Indebtedness. Specifically, but without limitation, neither City nor Authority shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties or obligations hereunder. The Redeveloper releases the Authority and the City from, and agrees that the Authority and the City shall not be liable for, and agrees to indemnify and hold the Company for Authority and the City harmless from any error of judgment or mistake of law or liability for any loss arising out or damage to property or any injury to or death of any act or omission person that may be occasioned by Natixis Advisorsany cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each of the Authority and the City and their directors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, employees and employees member of Natixis Advisors their governing bodies free and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, including litigation expenses, attorneys’ fees and expenses, or action. Natixis Advisors shall court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about the Project during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, whether or not be liable related to the Company Project, or resulting from or in any way connected with specified events, including the Fund for management of the Project, or in any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure way related to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in this Section 4 shall survive the termination enforcement of this AgreementRedevelopment Contract or any other cause pertaining to the Project.

Limitation of Liability; Indemnification. (a) Natixis Advisors NSC shall not be liable to the Company Trust or the Portfolio for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis AdvisorsNSC, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors NSC and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors NSC against any liability to the Company or Trust, the FundPortfolio, or the shareholders of the Company or the Fund, to which Natixis Advisors NSC shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors NSC will indemnify and hold harmless the CompanyTrust, the Fund and their respective its directors, officers, employees, and agents and any persons who control the Company and the Fund, respectively Trust (collectively, the “"Trust Indemnified Parties”), ") and hold each of them harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Trust Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis AdvisorsNSC, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors NSC to comply with the terms of this Agreement. Natixis Advisors NSC will reimburse the Company and the Fund Trust for reasonable legal or other expenses reasonably incurred by the Company and the Fund Trust in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors NSC shall not be liable to the Company or the Fund Trust for any action taken or omitted by the Company or the Fund Trust in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund Trust of their respective its obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the directors and officers of the Company and the Fund, Trust and any person controlling the Company and the Fund, respectivelyTrust. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors shall not Whether in connection with your account or a service, in no event will either party to this Agreement or its respective directors, officers, employees, or agents be liable to the Company other party for any error special, consequential, indirect or punitive damages, whether any claim is based on contract or tort or whether the likelihood of judgment or mistake such damages was known to either party. The forgoing limitation of law or for any loss arising out of any act or omission liability will not apply where expressly prohibited by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against laws governing your account. The Bank will not have any liability to you if there are not sufficient available funds in your account to pay your items due to actions taken by • The Bank in accordance with this Agreement or • Any third party Except to the Company extent that the Bank fails to exercise ordinary care or the Fundbreaches this Agreement, or the shareholders of the Company or the Fund, you agree to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the CompanyBank and its directors, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), harmless from any losses, all claims, damagesdemands, losses, liabilities, or actions in respect thereof to which the Indemnified Parties may become subjectjudgments, and expenses (including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise their attorneys' fees and legal expenses) arising out of or result from the failure of Natixis Advisors to comply in any way connected with the terms of Bank's performance under this Agreement. Natixis Advisors You agree that this indemnification will reimburse survive the Company closing of your account and the Fund termination of any service. You do not automatically have the right to stop payment on cashier’s checks you purchase from us. If a cashier’s check is lost, stolen or destroyed, please contact us for the procedures to obtain reimbursement or have the cashier’s check reissued. In general, you must complete a declaration of loss form describing the cashier’s check and how it was lost, stolen or destroyed. We will then wait ninety (90) days from the date the check was issued before we pay your claim. If ninety (90) days has already passed, we will act on your claim within a reasonable legal time. If the check is presented during the ninety (90) day waiting period, we may pay the item to a person entitled to enforce the check. If this happens, we will not pay your claim. If we determine that any such instrument is presented by or other expenses reasonably incurred by on behalf of a person who may be a holder in due course or who may otherwise have the Company and right to obtain payment of the Fund cashier’s check from the Bank, we may, without notice to you, pay the cashier’s check, even though you may have paid us a fee to not honor the cashier’s check. We will have no responsibility for reviewing the number or combination of signatures on an Item drawn on your account. This means that if you have indicated that one or more signature is required in connection with investigating an Item drawn on your account, the Bank will have no liability to you if a transaction is conducted on or defending against through your account contrary to the signature requirements you have specified, provided at least one of the required signatures appears on the Item. In receiving deposits, we act only as your collecting agent and assume no responsibility beyond the exercise of ordinary care. All deposits are posted to your designated deposit account conditionally, and only if the item is payable in U.S. dollars, subject to our receipt of final payment. If final payment is not received on any such loss, claim, damage, liabilityitem you deposited to your account or that we cashed for you, or action. Natixis Advisors shall not be liable if any direct deposit, automated clearinghouse deposit or other electronic fund transfer to your account is dishonored by the Company or the Fund issuing financial institution for any action taken or omitted by reason, you agree to pay us the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each amount of the officers dishonored deposited funds, and you authorize us to debit any deposit account with us of which you are an owner, without prior notice and at any time, for the amount of the Company and returned item or other deposit. You also authorize us to debit your account for the Fundamount of our returned item fee, any interest paid on the deposit, and any person controlling other fee we pay or loss we incur. We may also use any other legal remedy to recover the Company amount you owe us. We are not responsible for any transactions, including any transactions sent through the mail, until we actually receive and post the transaction to your account. We are not liable for the default or negligence of our duly selected agents or correspondents, nor for losses in transit. Posting transactions to your account impacts your account balance. Posting a credit increases your balance. Posting a debit or hold reduces your balance. Credits include but are not limited to the following: teller deposits, direct deposits and credits we make. Holds include but are not limited to the following: deposit holds, debit card authorizations, and holds related to cash withdrawals and electronic transfers. Debits include withdrawals, transfers, payments, checks, one-time and recurring debit card transactions, and fees. We use automated systems to process transactions and then to post transactions to accounts. When we process multiple transactions for your account on the same day, you agree that we may in our discretion determine our posting orders for the transactions and that we may credit, authorize, accept, pay, decline or return credits, debits and holds in any order at our option. You agree that we may determine in our discretion the categories, the transactions within a category, the order among categories, and the Fundposting orders within a category. We sometimes add or delete categories, respectivelychange posting orders within categories and move transaction types among categories. You agree that we may in our discretion make these changes at any time without notice to you. Credits, debits and holds are received throughout the day. You should note that often we do not receive debits on the same day that you conduct them. We generally post credits and debits to your account, and report them on your statement, in a different order than the order in which you conduct them or we receive them. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The General Partner and its Affiliates shall have no liability to the Partnership or to any Partner for any loss suffered by the Partnership or any Partner (i) which arises out of any action or inaction of the General Partner or its Affiliates if (x) such action or inaction has been taken pursuant to affirmative instructions of 50% in interest of the Investor Limited Partners, or (y) the General Partner or its Affiliates, in good faith, determined that such action or inaction was in the best interest of the Partnership and such action or inaction did not constitute gross negligence, breach of fiduciary duty, material breach of this Agreement or any Operative Document or willful misconduct of the General Partner or such Affiliates or (ii) which arises out of any circumstances existing or events occurring prior to the Initial Funding Date to the extent that such liabilities, loss, damage, fees, costs and expenses, judgments or amounts paid in settlement arise from those circumstances or events for which, and to the extent, amounts have been provided or reserved for in the Initial Projections or otherwise budgeted for by the Partnership, Intermediate Partnership or Operating Partnership as of the Initial Funding Date or to the extent the General Partner did not have and should not reasonably have had after commercially reasonable diligence, actual knowledge. The General Partner and its Affiliates shall be indemnified by the Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in their capacity as General Partner in connection with the Partnership, provided that the same were not the result of negligence, breach of fiduciary duty, material breach of this Agreement or any Operative Document or misconduct on the part of the General Partner or such Affiliates and were the result of a course of conduct which such General Partner or its Affiliates, in good faith, determined was in the best interest of the Partnership and provided further that the same do not arise from any circumstances existing or events occurring prior to the Initial Funding Date. Any indemnity under this Section 5.11(a) shall be provided out of and to the extent of Partnership assets only and no Investor Limited Partner shall have any personal liability on account thereof. Notwithstanding the foregoing, the General Partner and its Affiliates shall not be liable indemnified for any Environmental Damages arising from any violation of any Environmental Laws by the General Partner, the Partnership, any of the Intermediate Partnerships, any Intermediate General Partner, either of the Operating Partnerships relating to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis AdvisorsProperties in Iowa (namely, or any persons engaged pursuant to Section 2(b00xx Xxxxxx Partnership and 00xx Xxxxxx Partnership) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders Operating General Partner of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason either of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderthose two Operating Partnerships. (b) Natixis Advisors will The General Partner shall defend, indemnify and hold harmless the CompanyPartnership, the Fund and their respective officers, employees, and agents and any persons who control the Company Investor Limited Partners and the Fund, respectively (collectively, the “Indemnified Parties”), Indemnitees from any lossesliability, claimsloss, damagesdamage, liabilitiesfees, costs and expenses, judgments or actions amounts paid in respect thereof settlement, including, without limitation, any Environmental Damages, incurred by reason of (i) matters as to which the Indemnified Parties may become subjectGeneral Partner is not absolved of liability pursuant to the first sentence of Section 5.11(a), including amounts paid in settlement with (ii) Tax Credit recapture or the prior written consent cost of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out the posting of or result any bond pursuant to Section 42 of the Code suffered by any Investor Limited Partner arising from the failure loss of Natixis Advisors ownership of a Property due in whole or in part to comply with the terms stated maturity date (not by reason of this Agreement. Natixis Advisors will reimburse acceleration) of the Company and permanent Mortgage being earlier than the Fund end of the Compliance Period for reasonable legal such Property or other expenses reasonably incurred (iii) the ownership by the Company and the Fund Intermediate Partnership known as CPI Housing Partners I, L.P. of an interest in connection with investigating or defending against any such lossChimney Ridge Partners, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company Ltd. (a South Carolina limited partnership) or the Fund for any action taken or omitted assignment of such interest by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelysuch Intermediate Partnership. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors 1. The Rights Agent shall not be liable to the Company for any error of judgment action taken or mistake of law omitted to be taken by it under or in connection with this Agreement, except for any loss arising out of any act losses caused by its wilful misconduct or omission by Natixis Advisorsgross negligence. 2. The Company shall indemnify and hold harmless the Rights Agent, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of successors and permitted assigns, and its duties hereunder; providedand their respective current and former directors, howeverofficers and employees, that nothing contained herein shall be construed to protect Natixis Advisors from and against any liability and all claims, demands, assessments, interest, penalties, actions, suits, proceedings, liabilities, losses, damages, costs and expenses (including, without limiting the foregoing, consultant fees and counsel fees and disbursements on a solicitor and client basis), arising from or in connection with this Agreement, except, subject to Article XI, paragraph 4), where same results from wilful misconduct or gross negligence on the Company or the Fund, or the shareholders part of the Company Rights Agent. No provision of this Agreement shall require the Rights Agent to expend or the Fund, to which Natixis Advisors shall risk its own funds or otherwise be subject by reason of its willful misfeasance, bad faith, or negligence incur financial liability in the performance of its duties or the reckless disregard exercise of any of its obligations rights or powers unless indemnified and duties hereunderfunded to its satisfaction or as provided for herein. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and 3. Notwithstanding any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms other provision of this Agreement. Natixis Advisors will reimburse , and whether such losses or damages are foreseeable or unforeseeable, the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors Rights Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. 4. Notwithstanding any other provision of this Agreement, the Rights Agent’s liability shall be limited, in the aggregate, to the amount of fees paid to the Rights Agent under this Agreement, provided that the foregoing shall not apply to any liability arising from Rights Agent’s wilful misconduct or gross negligence. 5. In the event of any claim, action or proceeding brought or commenced against the Rights Agent, the Rights Agent shall notify the Company promptly after the Rights Agent has received written assertion of such claim or shall have been served with a summons or other legal process, giving information as to the Fund for nature and basis of the claim, action or proceeding. The Company promptly shall undertake the investigation and defence of any such claim, action taken or omitted proceeding and the Rights Agent shall have the right to retain other counsel, at the Rights Agent’s own expense, to act on the Rights Agent’s behalf, provided that, if the Rights Agent reasonably determines that a conflict of interest or other circumstances wherein the Rights Agent’s best interests would not be adequately represented exist that make representation by counsel chosen by the Company or promptly not advisable, the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard fees and disbursements of such other counsel shall be paid by the Company promptly. In the event of any delay in the Rights Agent’s notification or failure to notify the Fund Company promptly of their respective obligations and duties hereunder. The indemnities herein shallany action, upon claim or proceeding, the same terms and conditions, extend to and inure Company promptly shall be liable under this indemnity to the benefit extent (but only to the extent) that any such delay or failure to give notice as herein required prejudices the defence of each of the officers such action, claim or other proceeding or results in any increase in liabilities of the Company and the Fund, and any person controlling the Company and the Fund, respectivelypromptly under this indemnity. (c) 6. The obligations set forth in provisions of this Section 4 Article XI shall survive indefinitely, including the resignation of the Rights Agent or termination of this Agreement. 7. The Rights Agent shall retain the right not to act and shall not be liable for refusing to act under this Agreement if, due to a lack of information or for any other reason whatsoever, the Rights Agent, acting reasonably, determines that such act could reasonably be expected to cause the Rights Agent to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Rights Agent, in its sole judgment, determine at any time that the Rights Agents acting under this Agreement has resulted in the Rights Agent being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then the Rights Agent shall have the right to resign on 10 days written notice to the Company promptly provided (a) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance; and (b) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10 day period, then such resignation shall not be effective. 8. The Company (in this paragraph referred to as a “representing party”), hereby represents to the Rights Agent that any account to be opened by, or interest to be held by, the Rights Agent in connection with this Agreement, for or to the credit of such representing party is not intended to be used by or on behalf of any third party .

Limitation of Liability; Indemnification. (a) Natixis NGAM Advisors shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis NGAM Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis NGAM Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis NGAM Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis NGAM Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis NGAM Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis NGAM Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis NGAM Advisors to comply with the terms of this Agreement. Natixis NGAM Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis NGAM Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, nor their officers, directors, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the City under this Redevelopment Contract shall be the issuance of the TIF Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, as specifically set forth in Sections 3.02 and 3.04. The obligation of the City on any TIF Indebtedness shall be limited solely to the TIF Revenues pledged as security for such TIF Indebtedness. Specifically, but without limitation, City shall not be liable to the Company for any error costs, liabilities, actions, demands, or damages for failure of judgment any representations, warranties or mistake of law or obligations hereunder. The Redeveloper releases the City from, agrees that the City shall not be liable for, and agrees to indemnify and hold the City harmless from any liability for any loss arising out or damage to property or any injury to or death of any act or omission person that may be occasioned by Natixis Advisorsany cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each of the City and their directors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, employees and employees member of Natixis Advisors their governing bodies free and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, including litigation expenses, attorneys' fees and expenses, or action. Natixis Advisors shall court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about the Project during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, whether or not be liable related to the Company Project, or resulting from or in any way connected with specified events, including the Fund for management of the Project, or in any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure way related to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in this Section 4 shall survive the termination enforcement of this AgreementRedevelopment Contract or any other cause pertaining to the Project.

Limitation of Liability; Indemnification. (a) Natixis Advisors a. BNYCS shall not be liable to the Company for any error of judgment Losses (as defined below) or mistake of law action taken or omitted or for any loss arising out or injury resulting from its (or its nominees) actions or its (or its nominees') performance or lack of any act performance of their respective duties hereunder in the absence of gross negligence or omission by Natixis Advisorswillful misconduct on their respective part. Without limiting the generality of the foregoing, in no event shall BNYCS be liable (i) for acting in accordance with instructions from Customer or any persons engaged pursuant to Section 2(bagent of - Customer (including a broker-dealer), (ii) hereoffor special, including officersconsequential or punitive damages, (iii) for the acts or omissions of its correspondents, designees, agents, subagents or sub-custodians or (iv) any -- Losses due to forces beyond the control of BNYCS, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and employees interruptions, loss or malfunctions of Natixis Advisors utilities, communications or computer (software and hardware) services. b. Customer shall be liable for and shall indemnify BNYCS (and its affiliatesnominees) and hold them harmless from and against any and all claims, in causes of action, proceedings, losses, liabilities, damages or expenses (including attorneys' fees and expenses) (collectively referred to herein as "Losses") howsoever arising from or relating to this Agreement or the performance of its their duties hereunder; , the enforcement of this Agreement and disputes between the parties hereto, provided, however, that nothing contained herein shall require that BNYCS (or its nominees) be construed indemnified for their gross negligence or willful misconduct. Customer shall be primarily liable to protect Natixis Advisors BNYCS for satisfaction of any and all obligations and liabilities arising or incurred hereunder without regard to the name in which the Account (or any subaccount established thereunder) may be maintained or any rights or recourse Customer may have against any liability third party. Nothing contained herein shall limit or in any way impair the right of BNYCS to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and indemnification under any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively. (c) The obligations set forth in this Section 4 shall survive the termination provision of this Agreement. c. No legal action, including one arising out of an exception or objection under paragraph 6 hereof, shall be instituted against BNYCS after one year from the date of the first Confirmation or Statement of Account (as defined in paragraph 6 hereof) that reflects the information, error or omission which provides the basis for such claim. d. Customer understands that when BNYCS is instructed to deliver Property against payment, it may deliver such Property prior to actually receiving final payment and that, as a matter of bookkeeping convenience, BNYCS may credit the Account with anticipated proceeds of sale prior to actual receipt of final payment. The risk of non-receipt of payment shall be Customer's and BNYCS shall have no liability therefor. e. All credits to the Account of Customer of anticipated proceeds of sales and redemptions of Property and of anticipated income from Property shall be conditioned upon receipt by BNYCS of final payment and may be reversed, at BNYCS's sole discretion, if BNYCS has not received final payment within thirty (30) calendar days of the trade date. In the event that BNYCS in its discretion advances funds to Customer to facilitate the settlement of any transaction, or elects to permit Customer to use funds credited to the Account in anticipation of final payment, or if Customer otherwise becomes indebted to BNYCS (including indebtedness as a result of overdrafts in the Account), Customer shall, immediately upon demand, reimburse BNYCS for such amounts plus any interest thereon, and to secure such obligations, as well as any other obligations of Customer to BNYCS, Customer hereby grants a lien on and a continuing security interest in and pledges to BNYCS the Property in the Account and any funds so credited. Such lien and security interest shall be superior to any and all other liens, security interests or claims (including claims by others if Customer is acting on behalf of others) and shall not be subject to any right of set-off or retention, counterclaim, lien or security interest of equal status. Customer shall take any and all additional action which may be required to assure the superiority or priority of such lien and security interest in favor of BNYCS. f. BNYCS shall not have any liability for Losses incurred by Customer or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities (or Securities that are otherwise not freely transferable or deliverable without encumbrance in any relevant market). g. BNYCS shall have no responsibility for the accuracy of any information that has been provided by or obtained from third parties. h. BNYCS's duties and responsibilities are solely those set forth herein and it shall not be obligated to perform any services or take any action not provided for herein unless specifically agreed to by it in writing. Nothing contained in this Agreement shall cause BNYCS to be deemed a trustee or fiduciary for or on behalf of Customer.

Limitation of Liability; Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ai) Natixis Advisors The Shareholder Representative will have no liability to any Effective Time Company Shareholder, holder of Stock Options or to any other Person (other than Parent) with respect to actions taken or omitted to be taken by the Shareholder Representative, except that the foregoing shall not relieve the Shareholder Representative of any liability to any Effective Time Company Shareholder, holder of Stock Options or to any other Person with respect to any action which is finally determined by a court of competent jurisdiction to constitute bad faith or willful misconduct on the part of the Representative and, in each case, subject to clause (ii) below. (ii) In no event will the Shareholder Representative be liable to the Company responsible for any error punitive, consequential, incidental or special damages, including loss of judgment revenue or mistake income, diminution in value, business interruption, cost of law capital or for any loss of business reputation or opportunity whatsoever arising out of this Agreement, even if the Shareholder Representative has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of any act or omission by Natixis Advisorsparty and regardless of whether such liability arises in contract, negligence, tort, strict liability or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees other theory of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderliability. (biii) Natixis Advisors will indemnify Each Effective Time Company Shareholder and each holder of a Stock Option hereby agrees to jointly and severally indemnify, defend and hold harmless the CompanyShareholder Representative, the Fund its directors, officers and their respective officers, employeesstockholders, and agents the Affiliates of any of such directors, officers and any persons who control the Company and the Fund, respectively stockholders (collectively, the “Indemnified Shareholder Representative Parties”), from any losses, claims, damages, liabilities, Losses that a Shareholder Representative Party may suffer or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund incur in connection with investigating or defending against any such lossthe performance of the Shareholder Representative’s duties and obligations in connection with this Agreement and the Transactions, claim, damage, liability, or action. Natixis Advisors shall not be liable except to the Company or the Fund for any action taken or omitted extent such actions are finally determined by the Company or the Fund in a court of competent jurisdiction to constitute bad faith or with willful misfeasance or negligence or with reckless disregard by misconduct on the Company or part of the Fund of their respective obligations and duties hereunderShareholder Representative. The indemnities herein shallShareholder Representative may at its own cost and expense (to be funded from the Expense Fund), upon consult with legal counsel in the same terms and conditions, extend to and inure event of disputes or questions as to the benefit construction of each any provisions hereunder or any provisions of any of the officers Ancillary Agreements to which it is a party or his or her duties hereunder or thereunder and shall have no liability and be fully protected if acting in good faith on the advice of the Company and the Fund, and any person controlling the Company and the Fund, respectivelysuch counsel. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (ai) Natixis Advisors shall Each party acknowledges and agrees that the obligations of the other party hereunder are exclusively the obligations of such other party and are not be liable guaranteed directly or indirectly by such other party's stockholders, members, managers, officers, directors, agents or any other person. Except as otherwise specifically set forth in a separate agreement, and subject to the Company terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for any error of judgment or mistake of law or for any loss arising out satisfaction of any act claims, demands or omission causes of action for damages, injuries or losses sustained by Natixis Advisorsany party as a result of the other party's action or inaction. (ii) Notwithstanding (A) the Providing Party's agreement to perform the Services in accordance with the provisions hereof, or (B) any persons engaged term or provision of the Exhibits to the contrary, the Receiving Party acknowledges that performance by the Providing Party of Services pursuant to Section 2(b) hereofthis Agreement will not subject the Providing Party, including any member of its Group or their respective members, stockholders, managers, directors, officers, agentsemployees or agents to any liability whatsoever, and employees except as directly caused by the willful misconduct or gross negligence on the part of Natixis Advisors and its affiliates, in the performance Providing Party or any of its duties hereundermembers, stockholders, managers, directors, officers, employees and agents; provided, however, that nothing contained herein shall the Providing Party's liability as a result of such willful misconduct or gross negligence will be construed to protect Natixis Advisors against any liability limited to the Company or amount of Actual Costs it has actually received pursuant to Section 2.4 in connection with the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunderService(s) at issue. (biii) Natixis Advisors will NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY MEMBER OF EITHER GROUP BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY ANY MEMBER OF THE OTHER GROUP, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT A MEMBER OF EITHER GROUP IS REQUIRED TO PAY (1) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 2.7(B)(IV) AND/OR (2) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT A MEMBER OF EITHER GROUP, 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 2.7(B)(III). (iv) The Receiving Party agrees to indemnify and hold harmless the CompanyProviding Party, the Fund each member of its Group and their respective members, stockholders, managers, directors, officers, employees, employees and agents with respect to any claims or liabilities (including reasonable attorneys' fees) ("Claims") which may be asserted or imposed against the Providing Party or such persons by a third-party who is not a member of either Group, as a result of (A) the provision of Services pursuant to this Agreement, or (B) the material breach by Receiving Party of a third party agreement that causes or constitutes a material breach of that same agreement by Providing Party, except (with respect to both of the foregoing) for any claims which are directly caused by the willful misconduct or gross negligence of the Providing Party 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) shall be reimbursed to Indemnitee by Indemnitor. Upon assumption of the defense of any persons who such Claim, Indemnitor shall, as its own cost and expense, select legal counsel, conduct and control the Company defense and/or settlement of any suit or action which is covered by Indemnitor's indemnity. Indemnitee shall render all cooperation and assistance reasonably requested by the FundIndemnitor and Indemnitor shall keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, respectively 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 (collectivelywhether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as the Indemnitor (such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors consent not to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyunreasonably withheld). (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. 7.1 Neither Party nor any of their respective Affiliates shall be liable to the other Party or its Affiliates for any losses or damages arising from any claim relating to this Agreement or any of the Services to be provided hereunder or the performance of or failure to perform such Party’s obligations under this Agreement, except to the extent that such losses or damages result or arise from […***…]. Notwithstanding the foregoing, (ai) Natixis Advisors T&L shall not be liable to Genomatica to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisorsextent T&L and its Subcontractors, or any persons engaged pursuant to Section 2(b) hereofin performing the Services, including officers, agentsapply and follow the SOPs, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors Genomatica shall not be liable entitled to indemnification for any losses or damages resulting or arising from performance of the Services to the Company extent T&L and its Subcontractors apply and follow the SOPs, and (ii) […***…]. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, ITS AFFILIATES OR ANY THIRD PARTY FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, IN TORT INCLUDING NEGLIGENCE, BY STATUTE OR UNDER ANY QUASI-CONTRACTUAL THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations of liability and damages will not apply and nothing in this Agreement shall affect either Party’s liability for breach of any confidentiality obligation under this Agreement or the Fund JDA or either Party’s indemnification obligations under Article XII of the JDA. 7.2 Except for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund remedies that cannot be waived as a matter of their respective obligations law and duties hereunder. The indemnities herein shall, upon the same terms injunctive and conditions, extend to provisional relief (including specific performance) and inure subject to the benefit last sentence of each Section 7.1, this Section 7 and Section 8 shall be the exclusive remedy in respect of the officers subject matter of this Agreement and the transactions contemplated hereby, including for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement). 7.3 Except as specifically provided in Article XI of the Company JDA, each Party disclaims all warranties of any kind, express or implied, to the fullest extent permitted by Law, including but not limited to the implied warranties of merchantability, fitness for particular purpose and the Fundnoninfringement. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH REGARD TO THE SUCCESS OF THE SERVICES, and any person controlling the Company and the FundTHE JOINT DEVELOPMENT PROGRAM OR THE USEFULNESS OF ANY SERVICES, respectivelyBACKGROUND INTELLECTUAL PROPERTY, PROCESS INTELLECTUAL PROPERTY OR JDA INTELLECTUAL PROPERTY. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors CIS shall not be liable to the Company Trust for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis AdvisorsCIS, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors CIS and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors CIS against any liability to the Company or the FundTrust, or the shareholders of the Company or the Fund, to which Natixis Advisors CIS shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors CIS will indemnify and hold harmless the CompanyTrust, the Fund and their respective officers, employees, and agents and any persons who control the Company and Trust (the Fund, respectively (collectively, the “"Trust Indemnified Parties”), ") and hold each of them harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Trust Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis AdvisorsCIS, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors CIS to comply with the terms of this Agreement. Natixis Advisors CIS will reimburse the Company and the Fund Trust for reasonable legal or other expenses reasonably incurred by the Company and the Fund Trust in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors CIS shall not be liable to the Company or the Fund Trust for any action taken or omitted by the Company or the Fund Trust in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund Trust of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, Trust and any person controlling the Company and the Fund, respectivelyTrust. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Natixis Advisors The Distributor shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission suffered by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, the Fund in connection with the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, matters to which Natixis Advisors shall otherwise be subject by reason of its this Agreement relates, except a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of its duties or the from material breach or reckless disregard by it of its obligations and duties hereunderunder 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 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 damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) Natixis Advisors The Fund agrees that it will indemnify indemnify, defend and hold harmless the CompanyDistributor, the Fund and their respective its several officers, employeesand directors, and agents and any persons person who control controls the Company and Distributor within the Fund, respectively (collectively, meaning of Section 15 of the “Indemnified Parties”)Securities Act, from and against any losses, claims, damages, damages or liabilities, joint or actions in respect thereof several, to which the Indemnified Parties 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, including amounts paid in settlement with subject under the prior written consent of Natixis AdvisorsSecurities Act or otherwise, insofar as such losses, claims, damages, liabilitiesdamages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or actions are based upon any untrue statement or alleged untrue statement of a material fact contained in respect the Registration Statement, or the Prospectuses 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; or (ii) arise out of, or are based upon, any material breach of the representations, warranties or result from 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 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 Agent Provided Information, or arising out of the failure of Natixis Advisors the Distributor or any sub-placement agent to comply deliver a current Prospectus. Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (c) The Distributor will indemnify, defend 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 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 terms Fund or any of this Agreement. Natixis Advisors its several officers by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Company Fund and the Fund its several officers, directors and such controlling persons for reasonable any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. (d) An indemnified person under this Section 8 (the Company “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 Fund 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 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 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 same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the 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 investigating 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. (f) [RESERVED] (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 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. (h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement against any such loss, claim, damage, liability, expense or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted damage arising by the Company or the Fund in reason of such person’s willful misfeasance, bad faith or with willful misfeasance gross negligence in the performance of its duties hereunder or negligence by reason of such person’s material breach or with reckless disregard by the Company or the Fund of their respective such person’s obligations and duties hereunder. thereunder. (i) The indemnities herein shallindemnity and contribution agreements contained in this Section 8 and the covenants, upon the same terms warranties and conditions, extend to and inure to the benefit of each representations of the officers parties contained in this Agreement shall remain in full force and effect regardless of the Company and any investigation made by or on behalf of the Fund, and its directors or officers or any person controlling (including each officer or director of such person) who controls the Company 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 Fund, respectivelyissuance and delivery of the Shares. (cj) The obligations set forth in this Section 4 shall survive the termination of this AgreementIN 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) Natixis Advisors The Administrator shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted to be taken by the Company Administrator in connection with the performance of its duties or obligations under this Agreement, except for losses, damages or expenses caused by or resulting from or attributable to willful misconduct, bad faith or gross negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement. The Fund shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement, provided that no indemnification shall be available for acts or omissions attributable to willful misconduct, bad faith or gross negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the obligations and duties under this Agreement, and provided further, that the Administrator shall be entitled to indemnification hereunder only to the extent consistent with the 1940 Act. For purposes of this Section 6(a), the Administrator shall include its officers and employees and persons to whom duties or obligations are delegated by the Administrator hereunder. (b) The Administrator shall indemnify and hold harmless the Fund and its trustees, officers and agents from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Fund in or by reason of any claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the Administrator's (including for this purpose any person to whom the Administrator has delegated any duties or obligations hereunder) willful misconduct, bad faith or with willful misfeasance or gross negligence or with reckless disregard by in the Company or the Fund performance of their respective its obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit under this Agreement or by reason of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectivelyits reckless disregard thereof. (c) The obligations set forth in this Section 4 shall survive the termination of With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification and, if it so chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest, but in no event shall the indemnifying party be obligated to pay the fees and expenses of more than one counsel in addition to counsel to the indemnifying party.