Common use of Indemnification of the Trust Clause in Contracts

Indemnification of the Trust. Distributor will indemnify and hold harmless the Trust, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subject, to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an untrue statement or alleged untrue statement of a material fact or omission or alleged omission therefrom of a material fact required to be stated in the Covered Documents or necessary to make the statements in the Covered Documents not misleading, in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein, or (ii) are caused by the Distributor’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification of the Trust. The Distributor will agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigation) reasonably incurred by any investigation, legal or other expenses incurred of them in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon any untrue statement or alleged untrue statement of a material fact fact, or the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or necessary to make the statements in the Covered Documents not misleading, in reliance upon and in conformity with written information furnished to on the Trust by the Distributor about the Distributor expressly for use therein, or (ii) are caused by the Distributor’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity part of the Distributor in favor or any agent or employee of the Trust or any person indemnified to be deemed to protect the Trust Distributor or any other person against for whose acts the Distributor is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust. The Distributor likewise agrees to indemnify and hold harmless the Trust and each such person in connection with any liability claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of the Distributor's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with the Distributor's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such other person would otherwise may be subject by reason entitled as a matter of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreementlaw.

Indemnification of the Trust. The Distributor will indemnify agrees to indemnify, defend, and hold harmless the Trust, Trust and each of its directors, officers, employees trustees and each person, if any, officers and any person who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectivelyfor purposes of this Section 3.2, the “Trust Indemnified Parties”) and each of its trustees and officers and its controlling persons are collectively referred to as the "Trust Affiliates"), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any investigation, legal or other expenses counsel fees reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim assertedtherewith) to which the Trust Indemnified Parties Affiliates may become subjectincur, to under the extent1933 Act or under common law or otherwise, and only to such extent, that such losses, claims, damages arising out of or liabilities based upon (i) arise out of an any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Trust for use in the Registration Statement or Prospectus in effect from time to time, or (ii) any omission or alleged omission therefrom omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Covered Documents Registration Statement or Prospectus or necessary to make the statements in the Covered Documents such information not misleading, it being understood that the Trust will rely upon the information provided by the Distributor for use in reliance the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor's part as the Trust's agent that has not been expressly authorized by the Trust in writing. The Distributor's obligation to indemnify the Trust Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Trust Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in New York, New York, and in conformity with written information furnished sent to the Distributor by the person against whom such action is brought within 10 days after the summons or other first legal process shall have been served. The Trust Affiliates' failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Trust Affiliates by reason of any such untrue statement or omission, alleged untrue statement or omission, or alleged act or omission on the part of the Distributor independent of this indemnification. The Distributor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Distributor about and approved by the Trust Affiliate (such approval not to be unreasonably withheld). If the Distributor expressly for use thereinelects to assume the defense of any such suit and retain counsel approved by the Trust Affiliate, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Distributor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Trust Affiliate, or (ii) are caused the Trust Affiliate does not approve of the counsel chosen by the Distributor’s willful misfeasanceDistributor (such approval not to be unreasonably withheld), bad faith the Distributor shall bear the fees and expenses of any counsel retained by the Trust Affiliate. The indemnification agreement contained in this Section 3.2 shall remain operative and in full force and effect regardless of any investigation made by or gross negligence in on behalf of the performance Trust Affiliate and shall survive the sale of its duties any Creation Units made pursuant to purchase orders obtained by the Distributor or by reason the termination of its reckless disregard of its obligations and duties under this Agreement. In no case is This indemnification will inure exclusively to the indemnity benefit of the Trust Affiliate and its successors, assigns and estate. The Distributor shall promptly notify the Trust of the commencement of any litigation or proceeding against the Distributor in favor connection with the issue and sale of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this AgreementCreation Units.

Indemnification of the Trust. Distributor will indemnify and hold harmless the Trust, each of its directorstrustees, officers, employees and each person, if any, who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) on an as-incurred basis from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) Losses to which the Trust Indemnified Parties may become subject, to the extent, and only to such extent, that such losses, claims, damages arising out of or liabilities based upon (i) arise out of an any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact required to be stated in the Covered Documents therein or necessary to make the statements in the Covered Documents therein not misleading, in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein, or ; (ii) are caused any breach of any representation, warranty or covenant made by the DistributorDistributor in this Agreement; and (iii) the actions or omissions of any person acting under the supervision of the Distributor in providing services under this Agreement; provided, however, that the Distributor shall not be liable in any such case to the extent that any Loss arises out of or is based upon (A) the Trust’s own willful misfeasance, bad faith willful misconduct or gross negligence in or the performance of its duties or by reason of its Trust’s reckless disregard of its obligations and duties under this Agreement. In no case is Agreement or (B) the indemnity Trust’s material breach of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification of the Trust. The Distributor will agrees to indemnify and hold harmless the Trust, Trust and each of its directors, officers, employees Trustees and officers and each person, if any, who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectivelyAct, the “Trust Indemnified Parties”) from and against any and all lossesloss, claimsliability, damages damages, claim or liabilities, joint or several, whatsoever expense (including the reasonable cost of investigating or defending any investigationalleged loss, legal liability, damages, claim or other expenses expense and reasonable counsel fees and disbursements incurred in connection withtherewith) arising by reason of any person acquiring any Shares, and any amount paid in settlement ofbased upon the ground that the registration statement, any actionprospectus, suit Shareholder reports or proceeding other information made available to Distributor or any claim asserted) to which filed or made public by the Trust Indemnified Parties may become subject, (as from time to the extent, and only to such extent, that such losses, claims, damages or liabilities (itime amended) arise out of included an untrue statement or alleged untrue statement of a material fact or omission or alleged omission therefrom of omitted to state a material fact required to be stated in the Covered Documents or necessary in order to make the statements in made not misleading to the Covered Documents not misleading, extent that any such statements or omissions were made in reliance upon upon, and in conformity with written with, information furnished to the Trust by the Distributor about the Distributor expressly for use therein, or (ii) are caused by on behalf of the Distributor’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or action with respect to which indemnification hereunder may ultimately be merited. If in any case the Distributor is asked to indemnify or hold the Trust harmless, the Trust shall promptly advise the Distributor of the pertinent facts concerning the situation in question, and the Trust will use all reasonable care to identify and notify the Distributor promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. The Distributor 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 Distributor elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Trust, whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the Trust shall bear the fees and expenses of any additional counsel retained by it. If the Distributor does not elect to assume the defense of a suit, it will reimburse the Trust for the fees and expenses of any counsel retained by the Trust. The provisions of this Article 7 shall survive the termination of this Agreement.

Indemnification of the Trust. The Distributor will indemnify agrees to indemnify, defend and hold harmless the Trust, each of its directors, officers, employees officers and each person, if any, Trustees and any person who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectivelyAct, the “Trust Indemnified Parties”) from and against any and all losses, claims, damages or liabilitiesdemands, joint or several, whatsoever liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any investigation, legal or other expenses reasonable counsel fees incurred in connection withtherewith) which the Trust, and any amount paid in settlement of, any action, suit its officers or proceeding Trustees or any claim asserted) to which such controlling person, may incur under the Trust Indemnified Parties may become subject1933 Act, the 1940 Act, the common law or otherwise, but only to the extent, and only to such extent, extent that such lossesliability or expense incurred by the Trust, claims, damages its officers or liabilities (i) Trustees or such controlling person resulting from such claims or demands shall arise out of an untrue statement or be based upon: (a) any alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Trust specifically for use in the Registration Statement or omission the Prospectus or shall arise out of or be based upon any alleged omission therefrom of to state a material fact in connection with such information required to be stated in the Covered Documents Registration Statement or the Prospectus or necessary to make the statements in the Covered Documents such information not misleading, (b) any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Trust in reliance upon writing, (c) any claim, action, suit or proceeding which arises out of or is alleged to arise out of the Distributor’s failure to exercise reasonable care and diligence with respect to its services rendered hereunder, and (d) any untrue statement or omission of a material fact in conformity with written information any advertising or promotional material or sales literature regarding one or more Funds furnished to the Trust by the Distributor about the Distributor expressly for use therein, or (ii) are caused an Authorized Participant by the Distributor’s willful misfeasance, bad faith or gross negligence . The foregoing rights of indemnification shall be in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified addition to be deemed to protect the Trust or any other person against any liability rights to which the Trust or a Trustee may be entitled as a matter of law. This indemnity agreement is expressly conditioned upon the Distributor being notified of any action brought against the Trust, its officers or Trustees or any such controlling person, which notification shall be given by letter or telegram addressed to the Distributor at its principal office in New York, New York, and sent to the Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to notify the Distributor of any such action shall not relieve the Distributor from any liability which it may have to the Trust, its officers or Trustees or such controlling person would otherwise be subject by reason of willful misfeasanceany alleged misstatement, bad faith omission, act or gross negligence failure on the Distributor’s part otherwise than on account of the indemnity agreement contained in this Section 16. The Distributor shall have a right to control the defense of such action with counsel of its own choosing and approved by the Trust if such action is based solely upon such alleged misstatement, omission, act or failure on the Distributor’s part, and in any other event the Trust, its officers and Trustees or such controlling person shall each have the right to participate in the performance defense or preparation of the defense of any such action at their own expense. If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Trust, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in case the Distributor does not elect to assume the defense of any such suit, or in the case the Trust reasonably does not approve of counsel chosen by the Distributor, the Distributor will reimburse the Trust, its duties officers and Trustees or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by reason the Trust or them. In addition, the Trust shall have the right to employ counsel to represent it, its officers and Trustees and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, its reckless disregard officers and Trustees or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Distributor. This indemnity agreement and the Distributor’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust, its obligations officers and duties Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’s officers and Trustees and their respective estates and any such controlling persons and their successors and estates. The Distributor shall promptly notify the Trust of the commencement of any litigation or proceedings against it in connection with the issue and sale of any shares. No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of this AgreementSection 16, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This Section 16 shall survive the termination of this Contract.

Indemnification of the Trust. Distributor will indemnify and hold harmless the Trust, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”"TRUST INDEMNIFIED PARTIES") from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subject, subject to the extent, and only to such extent, extent that such losses, claims, damages or liabilities (i) arise out of an any untrue statement or alleged untrue statement of a material fact or omission or alleged omission therefrom of was made in a material fact required to be stated in the Covered Documents or necessary to make the statements in the Covered Documents not misleadingDocument, in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein, or the Distributor's omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) are caused by the Distributor’s willful misfeasancesuch action is a direct result of an action, inaction, or omission of Distributor pursuant to this Agreement involving gross negligence, bad faith faith, fraud, reckless disregard, willful misconduct or gross negligence in the performance of criminal misconduct by Distributor, its duties or by reason of affiliates, officers, directors, employees, and/or its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreementagents.

Indemnification of the Trust. Distributor will Underwriter agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and Adviser and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act or Adviser (collectively, the “Trust Indemnified PartiesIndemnitees”) from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted(“Claims”) to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in reliance upon and in conformity with written information furnished writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Distributor about the Distributor expressly Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use thereinin the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or (ii) are caused omission was made in reliance upon written information furnished by the Distributor’s Trust; (b) the willful misfeasance, bad faith or gross negligence of the Underwriter in the performance of its duties obligations under this Agreement, or by reason of its the Underwriter’s reckless disregard of its obligations and duties under this Agreement. In no case is , (c) the indemnity Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; or (d) Underwriter’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares, (e) the material breach by Underwriter of any provision of this Agreement; provided, however, that the Distributor in favor of Underwriter’s agreement to indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or any person indemnified to be deemed to protect based upon the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust’s reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party’s consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust, Adviser or each such person may be entitled as a matter of law. In the event of a Claim for which the Trust Indemnitees may be entitled to indemnification hereunder, the Trust and/or Adviser shall fully and promptly advise, and in any event within ten (10) days of receipt of first legal process, the Underwriter in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to the extent that the Underwriter is materially prejudiced thereby. The Underwriter will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Underwriter and approved by the Trust and/or Adviser, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Underwriter’s part, the Trust and/or Adviser shall have the right to participate in the defense. In the event the Underwriter elects to assume the defense of any such suit and retain counsel of good standing so approved by the Trust and/or Adviser, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Underwriter does not elect to assume the defense of any such suit or in case the Trust and/or Adviser reasonably withholds approval of counsel chosen by the Underwriter, the Underwriter will reimburse the Trust Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.

Indemnification of the Trust. The Distributor agrees that it will indemnify and hold harmless the Trust, the Funds and each of its directors, officers, employees the Trust's Trustees and officers and each person, if any, who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectivelyAct, the “Trust Indemnified Parties”) from and against any and all lossesloss, claimsliability, damages damages, claim or liabilities, joint or several, whatsoever expense (including the reasonable cost of investigating or defending any investigationalleged loss, legal liability, damages, claim or other expenses expense and reasonable counsel fees incurred in connection withtherewith) arising by reason of any person acquiring any shares, and any amount paid in settlement of, any action, suit or proceeding based upon the 1933 Act or any claim asserted) other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust, as from time to which the Trust Indemnified Parties may become subjecttime amended, to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of included an untrue statement or alleged untrue statement of a material fact or omission or alleged omission therefrom of omitted to state a material fact required to be stated in the Covered Documents therein or necessary in order to make the statements in the Covered Documents therein not misleading, insofar as any such statement or omission was made in reliance upon upon, and in conformity with written information furnished to the Trust by or on behalf of the Distributor, provided, however, that in no case (i) is the indemnity of the Distributor about in favor of the Distributor expressly for use thereinTrust, Fund or (ii) are caused any person indemnified to be deemed to protect the Trust, Fund or any such person against any liability to which the Trust, Fund or any such person would otherwise be subject by the Distributor’s willful reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case Contract, or (ii) is the Distributor to be liable under its indemnity of agreement contained in this paragraph with respect to any claim made against the Distributor in favor of the Trust Trust, Fund or any person indemnified unless the Trust, Fund or such person, as the case may be, shall have notified the Distributor in writing of such claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust, Fund or upon such person (or after the Trust, Fund or such person shall have received notice of such service on any designated agent), but failure to be deemed notify the Distributor of any such claim shall not relieve it from any liability which it may have to protect the Trust Trust, Fund or any other person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any liability such notice to which the Distributor, the Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Trust, to its officers and Trustees and to any controlling person or persons, defendant or defendants in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust or such other person would otherwise be subject by reason of willful misfeasancecontrolling persons, bad faith defendant or gross negligence defendants in the performance suit, shall bear the fees and expense of its duties any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it will reimburse the Trust, such officers and Trustees or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by reason them. The Distributor agrees promptly to notify the Trust of its reckless disregard the commencement of its obligations any litigation or proceedings against it in connection with the issue and duties under this Agreementsale of any of the shares.

Indemnification of the Trust. Distributor will Underwriter agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “"Trust Indemnified Parties”Indemnitees") from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted("Claims") to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in reliance upon and in conformity with written information furnished writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Distributor about the Distributor expressly Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use thereinin the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or (ii) are caused omission was made in reliance upon written information furnished by the Distributor’s Trust; (b) the willful misfeasance, bad faith or gross negligence of the Underwriter in the performance of its duties obligations under this Agreement, or by reason of its the Underwriter's breach or reckless disregard of its obligations and duties under this Agreement. In no case is , (c) the indemnity of Underwriter's failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; or (d) Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; provided, however, that the Distributor in favor of Underwriter's agreement to indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims to the extent (A) arising out of or any person indemnified to be deemed to protect based upon the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust's breach or reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust's failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term "expenses" for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such person may be entitled as a matter of law. In order that the indemnification provisions contained in this Paragraph 8 shall apply, it is understood that if in any case the Underwriter may be asked to indemnify the Trust or any Trust Indemnitee or hold the Trust or any Trust Indemnitee harmless, the Underwriter shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Trust will use all reasonable care to identify and notify the Underwriter promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Underwriter. The Underwriter shall have the option to defend the Trust and any Trust Indemnitee against any claim which may be the subject of this indemnification, and in the event that the Underwriter so elects it will so notify the Trust, and thereupon the Underwriter shall take over complete defense of the claim, and neither the Trust nor any Trust Indemnitee shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 8. The Trust shall in no case confess any claim or make any compromise in any case in which the Underwriter will be asked to indemnify the Trust or any Trust Indemnitee except with the Underwriter's written consent. The Underwriter's indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares and the termination of this Agreement.

Indemnification of the Trust. Distributor will the Owner Trustee and the Indenture Trustee by the Seller. The Seller shall indemnify and hold harmless the Trust, each of the Owner Trustee, and the Indenture Trustee, its officers, directors, officers, employees and each personagents, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any loss, liability, damage or injury suffered or sustained by reason of any violation by the Trust, the Owner Trustee, the Indenture Trustee or the Servicer of any laws applicable to any Receivable, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and all losses, claims, damages other reasonable costs or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and with the defense of any amount paid in settlement of, any actual or threatened action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subjectclaim; provided, to the extent, and only to such extenthowever, that the Seller shall not indemnify the Indenture Trustee, its officers, directors, employees and agents if such lossesloss, claimsliability, damages expense, damage or liabilities (i) arise out of an untrue statement injury is imposed by or alleged untrue statement of a material fact results from fraud, negligence or omission or alleged omission therefrom of a material fact required to be stated in the Covered Documents or necessary to make the statements in the Covered Documents not misleading, in reliance upon and in conformity with written information furnished to the Trust willful misconduct by the Distributor about the Distributor expressly for use thereinIndenture Trustee, or (ii) are caused by the Distributor’s willful misfeasanceits officers, bad faith or gross negligence directors, employees and agents in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is , the indemnity of Base Indenture or any Series Supplement; provided, further, that the Distributor in favor Seller shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust or with respect to any person indemnified to action taken by the Indenture Trustee at the request of the Noteholders (other than those incurred in connection with the exercise of the rights conferred hereunder and under the Related Documents). Any such indemnification shall not be deemed to protect payable from the assets of the Trust. The provisions of this indemnity shall survive the termination of this Agreement and the Trust or any other person against any liability the resignation or removal of the Indenture Trustee and shall run directly to which and be enforceable by an injured party subject to the Trust or such other person would otherwise be subject by reason limitations of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this AgreementSection 7.05.

Indemnification of the Trust. Distributor will Underwriter agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “"Trust Indemnified Parties”Indemnitees") from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted("Claims") to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in reliance upon and in conformity with written information furnished writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Distributor about the Distributor expressly Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use thereinin the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or (ii) are caused omission was made in reliance upon written information furnished by the Distributor’s Trust; (b) the willful misfeasance, bad faith or gross negligence of the Underwriter in the performance of its duties obligations under this Agreement, or by reason of its the Underwriter’s reckless disregard of its obligations and duties under this Agreement. In no case , (c) the Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; (d) Underwriter’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; or e) any other act or omission by Underwriter, its employees or agents which is determined to be the indemnity cause of the Distributor any damage or cost to any third party arising out of or in favor of connection with the Trust or any person indemnified and/or the sale of Trust shares provided, however, that the Underwriter’s agreement to be deemed to protect indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or any other person against any liability to which based upon the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust’s reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust's failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such person may be entitled as a matter of law. Such indemnification shall be strictly limited to actual out-of-pocket losses or damages actually paid or incurred by the indemnitee and shall not include any losses or damages or amounts which are paid for or to the indemnitee by insurance or some other source to reimburse or satisfy the claims or expenses of the indemnitee. The purpose and intent of this provision is to avoid the application of the so-called “collateral source rule” so that the indemnitee is only indemnified for actual net, out-of-pocket losses or damages and does not receive a “double recovery” from indemnitor and insurance or some other source. In the event of a Claim for which the Trust Indemnitees may be entitled to indemnification hereunder, the Trust shall fully and promptly advise the Underwriter in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to the extent that the Underwriter is materially prejudiced thereby. The Underwriter may, with the written consent of Trust Indemnitees, be entitled to assume the defense of any suit brought against Trust Indemnitees to enforce any such Claim. However, the Trust Indemnitees shall have the right to defend themselves with legal counsel of their own choosing against any such claim and Underwriter shall indemnify Trust Indemnitees for all such reasonable fees and costs in addition to indemnity for damages awarded or paid to claimant. In any case where the Trust withholds approval of counsel chosen by the Underwriter or chooses it own legal representation, the Underwriter will reimburse the Trust Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.

Indemnification of the Trust. Distributor will indemnify and hold harmless the Trust, each of its directors, trustees and officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subject, to the extent, and only to such extent, that such losses, claims, damages or liabilities subject as a result of: (i) arise out any material breach of any representation, warranty, covenant or undertaking made by Distributor in this Agreement, (ii) a failure of Distributor to perform any material obligations set forth in this Agreement (including any written procedures prepared in connection with the performance of this Agreement), (ii) any material failure by Distributor to comply with any applicable laws, including but not limited to the FINRA/NASD Conduct Rules and federal and state securities laws applicable to Distributor as distributor to the Trust, (iv) an action, inaction, or omission of Distributor pursuant to this Agreement involving gross negligence, bad faith, or fraud by Distributor, its affiliates, officers, directors, employees, and/or its agents, or (v) based on an untrue statement or alleged untrue statement of a material fact or omission or alleged omission therefrom of a material fact required to be stated made in the Covered Documents or necessary to make the statements in the Covered Documents not misleadingDocument, in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein, or (ii) are caused by the Distributor’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this AgreementSEI – 149778v5 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO.

Indemnification of the Trust. The Distributor agrees that, in selling the shares of the Fund it will indemnify and hold harmless the Trust, Trust and each of its directors, officers, employees Trustees and officers and each person, if any, who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectivelyAct, the “Trust Indemnified Parties”) from and against any and all lossesloss, claimsliability, damages damages, claim or liabilities, joint or several, whatsoever expense (including the reasonable cost of investigating or defending any investigationalleged loss, legal liability, damages, claim or other expenses expense and reasonable counsel fees incurred in connection withtherewith), and arising by reason of any amount paid in settlement ofperson acquiring any shares of the Fund, any action, suit or proceeding based upon the 1933 Act or any claim asserted) other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Fund, as from time to which the Trust Indemnified Parties may become subjecttime amended, to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of include an untrue statement or alleged untrue statement of a material fact or omission or alleged omission therefrom of omit to state a material fact required to be stated in the Covered Documents therein or necessary in order to make the statements in the Covered Documents therein not misleading, insofar as any such statement or omission was made in reliance upon upon, and in conformity with written information furnished in writing to the Trust Fund by or on behalf of the Distributor, provided, however, that in no case (i) is the indemnity of the Distributor about in favor of the Distributor expressly for use therein, Fund or (ii) are caused any person indemnified to be deemed to protect the Fund or any such person against any liability to which the Fund or any such person would otherwise be subject by the Distributor’s reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case , or (ii) is the Distributor to be liable under its indemnity of agreement contained in this paragraph with respect to any claim made against the Distributor in favor of the Trust Fund or any person indemnified to be deemed to protect the Trust or any other person against any liability to which unless the Trust or such person, as the case may be, shall have notified the Distributor in writing of such claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust, the Fund or upon such person would (or after the Trust, the Fund or such person shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve it from any liability which it may have to the Fund or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any such notice to the Distributor, the Distributor shall be subject by reason of willful misfeasanceentitled to participate, bad faith or gross negligence at its own expense, in the performance defense, or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Trust or to its duties officers or Trustees and to any controlling person or persons, defendant or defendants in the suit. In the event that the Distributor elects to assume the defense of any such suit and retains such counsel, the Fund or such officers or Trustees or such controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by reason them or the Trust, but, in case the Distributor does not elect to assume the defense of its reckless disregard any such suit, it shall reimburse the Fund, any such officers and Trustees or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of its obligations any counsel retained by them or the Trust. The Distributor agrees promptly to notify the Trust of the commencement of any litigation or proceedings against it in connection with the issue and duties under this Agreementsale of any of the Fund's shares.

Indemnification of the Trust. The Distributor will indemnify agrees to indemnify, defend and hold harmless the Trust, each of its directors, officers, employees officers and each person, if any, Trustees and any person who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectivelyAct, the “Trust Indemnified Parties”) from and against any and all losses, claims, damages or liabilitiesdemands, joint or several, whatsoever liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any investigation, legal or other expenses counsel fees incurred in connection withtherewith) which the Trust, and any amount paid in settlement of, any action, suit its officers or proceeding Trustees or any claim asserted) to which such controlling person, may incur under the Trust Indemnified Parties may become subject1933 Act, the 1940 Act, the common law or otherwise, but only to the extent, and only to such extent, extent that such lossesliability or expense incurred by the Trust, claims, damages its officers or liabilities (i) Trustees or such controlling person resulting from such claims or demands shall arise out of an untrue statement or be based upon: (a) any alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Trust specifically for use in the Registration Statement or omission the Prospectus or shall arise out of or be based upon any alleged omission therefrom of to state a material fact in connection with such information required to be stated in the Covered Documents Registration Statement or the Prospectus or necessary to make the statements in the Covered Documents such information not misleading, (b) any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Trust in reliance upon writing, (c) any claim, action, suit or proceeding which arises out of or is alleged to arise out of the Distributor’s failure to exercise reasonable care and diligence with respect to its services rendered hereunder, and (d) any untrue statement or omission of a material fact in conformity with written information any advertising or promotional material or sales literature regarding one or more Funds furnished to the Trust by the Distributor about the Distributor expressly for use therein, or (ii) are caused an Authorized Participant by the Distributor’s willful misfeasance, bad faith or gross negligence . The foregoing rights of indemnification shall be in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified addition to be deemed to protect the Trust or any other person against any liability rights to which the Trust or a Trustee may be entitled as a matter of law. This indemnity agreement is expressly conditioned upon the Distributor being notified of any action brought against the Trust, its officers or Trustees or any such controlling person, which notification shall be given by letter or telegram addressed to the Distributor at its principal office in New York, New York, and sent to the Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to notify the Distributor of any such action shall not relieve the Distributor from any liability which it may have to the Trust, its officers or Trustees or such controlling person would otherwise be subject by reason of willful misfeasanceany alleged misstatement, bad faith omission, act or gross negligence failure on the Distributor’s part otherwise than on account of the indemnity agreement contained in this Section 17. The Distributor shall have a right to control the defense of such action with counsel of its own choosing and approved by the Trust if such action is based solely upon such alleged misstatement, omission, act or failure on the Distributor’s part, and in any other event the Trust, its officers and Trustees or such controlling person shall each have the right to participate in the performance defense or preparation of the defense of any such action at their own expense. If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Trust, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in case the Distributor does not elect to assume the defense of any such suit, or in the case the Trust does not approve of counsel chosen by the Distributor, the Distributor will reimburse the Trust, its duties officers and Trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by reason the Trust or them. In addition, the Trust shall have the right to employ counsel to represent it, its officers and Trustees and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, its reckless disregard officers and Trustees or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Distributor. This indemnity agreement and the Distributor’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust, its obligations officers and duties Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’s officers and Trustees and their respective estates and any such controlling persons and their successors and estates. The Distributor shall promptly notify the Trust of the commencement of any litigation or proceedings against it in connection with the issue and sale of any shares. No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of this AgreementSection 17, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This Section 17 shall survive the termination of this Contract.

Indemnification of the Trust. Distributor will Underwriter agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified PartiesIndemnitees”) from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted(“Claims”) to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, by the Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use in the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust by the Distributor about Trust; (b) the Distributor expressly for use therein, or (ii) are caused by the Distributor’s willful misfeasance, bad faith or gross negligence of the Underwriter in the performance of its duties obligations under this Agreement, or by reason of its the Underwriter’s reckless disregard of its obligations and duties under this Agreement. In no case is , (c) the indemnity of Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; or (d) Underwriter’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; provided, however, that the Distributor in favor of Underwriter’s agreement to indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or any person indemnified to be deemed to protect based upon the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust’s reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party’s consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such person may be entitled as a matter of law. In the event of a Claim for which the Trust Indemnitees may be entitled to indemnification hereunder, the Trust shall fully and promptly advise the Underwriter in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to the extent that the Underwriter is materially prejudiced thereby. The Underwriter will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Underwriter and approved by the Trust, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Underwriter’s part, the Trust shall have the right to participate in the defense. In the event the Underwriter elects to assume the defense of any such suit and retain counsel of good standing so approved by the Trust, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Underwriter does not elect to assume the defense of any such suit or in case the Trust reasonably withholds approval of counsel chosen by the Underwriter, the Underwriter will reimburse the Trust Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.

Indemnification of the Trust. The Distributor will indemnify agrees to indemnify, defend and hold harmless the Trust, each of its directors, officers, employees officers and each person, if any, Trustees and any person who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectivelyAct, the “Trust Indemnified Parties”) from and against any and all losses, claims, damages or liabilitiesdemands, joint or several, whatsoever liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any investigation, legal or other expenses reasonable counsel fees incurred in connection withtherewith) which the Trust, and any amount paid in settlement of, any action, suit its officers or proceeding Trustees or any claim asserted) to which such controlling person, may incur under the Trust Indemnified Parties may become subject1933 Act, the 1940 Act, the common law or otherwise, but only to the extent, and only to such extent, extent that such lossesliability or expense incurred by the Trust, claims, damages its officers or liabilities (i) Trustees or such controlling person resulting from such claims or demands shall arise out of an untrue statement or be based upon: (a) any alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Trust specifically for use in the Registration Statement or omission the Prospectus or shall arise out of or be based upon any alleged omission therefrom of to state a material fact in connection with such information required to be stated in the Covered Documents Registration Statement or the Prospectus or necessary to make the statements in the Covered Documents such information not misleading, in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein, ; (b) any alleged act or (ii) are caused by omission on the Distributor’s willful misfeasancepart as the Trust’s agent that has not been expressly authorized by the Trust in writing; and (c) any claim, bad faith action, suit or gross negligence in the performance proceeding which arises out of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity alleged to arise out of the Distributor Distributor’s failure to exercise reasonable care and diligence with respect to its services rendered hereunder. The foregoing rights of indemnification shall be in favor of the Trust or any person indemnified addition to be deemed to protect the Trust or any other person against any liability rights to which the Trust or a Trustee may be entitled as a matter of law. This indemnity agreement is expressly conditioned upon the Distributor being notified of any action brought against the Trust, its officers or Trustees or any such controlling person, which notification shall be given by written correspondence addressed to the Distributor, and sent to the Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to notify the Distributor of any such action shall not relieve the Distributor from any liability which it may have to the Trust, its officers or Trustees or such controlling person would otherwise be subject by reason of willful misfeasanceany alleged misstatement, bad faith omission, act or gross negligence failure on the Distributor’s part otherwise than on account of the indemnity agreement contained in this Section 16. The Distributor shall have a right to control the defense of such action with counsel of its own choosing and approved by the Trust if such action is based solely upon such alleged misstatement, omission, act or failure on the Distributor’s part, and in any other event the Trust, its officers and Trustees or such controlling person shall each have the right to participate in the performance defense or preparation of the defense of any such action at their own expense. If the Distributor elects to assume the defense of any such suit and retain counsel approved by the Trust, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in case the Distributor does not elect to assume the defense of any such suit, or in the case the Trust reasonably does not approve of counsel chosen by the Distributor, the Distributor will reimburse the Trust, its duties officers and Trustees or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by reason the Trust or them. In addition, the Trust shall have the right to employ counsel to represent it, its officers and Trustees and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is advisable for the Trust, its reckless disregard officers and Trustees or such controlling person to be represented by separate counsel, in which event the fees and expense of such separate counsel shall be borne by the Distributor. This indemnity agreement and the Distributor’s representations and warranties in this Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust, its obligations officers and duties Trustees or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the Trust’s officers and Trustees and their respective estates and any such controlling persons and their successors and estates. The Distributor shall promptly notify the Trust of the commencement of any litigation or proceedings against it in connection with the issue and sale of any shares. No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of this AgreementSection 16, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This Section 16 shall survive the termination of this Contract.

Indemnification of the Trust. Distributor will the Owner Trustee and the Indenture Trustee by the Seller. The Seller shall indemnify and hold harmless the Trust, each of the Owner Trustee, and the Indenture Trustee, its officers, directors, officers, employees and each personagents, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any loss, liability, damage or injury suffered or sustained by reason of any violation by the Trust, the Owner Trustee, the Indenture Trustee or the Servicer of any laws applicable to any Receivable, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and all losses, claims, damages other reasonable costs or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and with the defense of any amount paid in settlement of, any actual or threatened action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subjectclaim; provided, to the extent, and only to such extenthowever, that the Seller shall not indemnify the Indenture Trustee, its officers, directors, employees and agents if such lossesloss, claimsliability, damages expense, damage or liabilities (i) arise out of an untrue statement injury is imposed by or alleged untrue statement of a material fact results from fraud, negligence or omission or alleged omission therefrom of a material fact required to be stated in the Covered Documents or necessary to make the statements in the Covered Documents not misleading, in reliance upon and in conformity with written information furnished to the Trust willful misconduct by the Distributor about the Distributor expressly for use thereinIndenture Trustee, or (ii) are caused by the Distributor’s willful misfeasanceits officers, bad faith or gross negligence directors, employees and agents in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is , the indemnity of Base Indenture or any Series Supplement; provided, further, that the Distributor in favor Seller shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust or with respect to any person indemnified to action 39 taken by the Indenture Trustee at the request of the Noteholders (other than those incurred in connection with the exercise of the rights conferred hereunder and under the Related Documents). Any such indemnification shall not be deemed to protect payable from the assets of the Trust. The provisions of this indemnity shall survive the termination of this Agreement and the Trust or any other person against any liability the resignation or removal of the Indenture Trustee and shall run directly to which and be enforceable by an injured party subject to the Trust or such other person would otherwise be subject by reason limitations of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this AgreementSection 7.05.

Indemnification of the Trust. Distributor will Underwriter agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified PartiesIndemnitees”) from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted(“Claims”) to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in reliance upon and in conformity with written information furnished writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Distributor about the Distributor expressly Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use thereinin the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or (ii) are caused omission was made in reliance upon written information furnished by the Distributor’s Trust; (b) the willful misfeasance, bad faith or gross negligence of the Underwriter in the performance of its duties obligations under this Agreement, or by reason of its the Underwriter’s reckless disregard of its obligations and duties under this Agreement. In no case is , (c) the indemnity of Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; or (d) Underwriter’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; provided, however, that the Distributor in favor of Underwriter’s agreement to indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or any person indemnified to be deemed to protect based upon the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust’s reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party’s consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such person may be entitled as a matter of law. In the event of a Claim for which the Trust Indemnitees may be entitled to indemnification hereunder, the Trust shall fully and promptly advise the Underwriter in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to the extent that the Underwriter is materially prejudiced thereby. The Underwriter will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Underwriter and approved by the Trust, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Underwriter’s part, the Trust shall have the right to participate in the defense. In the event the Underwriter elects to assume the defense of any such suit and retain counsel of good standing so approved by the Trust, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Underwriter does not elect to assume the defense of any such suit or in case the Trust reasonably withholds approval of counsel chosen by the Underwriter, the Underwriter will reimburse the Trust Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.

Indemnification of the Trust. The Distributor will indemnify agrees to indemnify, defend, and hold harmless the Trust, Trust and each of its directors, officers, employees trustees and each person, if any, officers and any person who controls, is controlled by or is under common control with, controls the Trust within the meaning of Section 15 of the 1933 Act (collectivelyfor purposes of this Section 3.2, the Trust and each of its trustees and officers and its controlling persons are collectively referred to as the “Trust Indemnified PartiesAffiliates”) ), free and harmless from and against any and all losses, claims, damages or demands, liabilities, joint or several, whatsoever and expenses (including costs reasonably incurred in investigating or defending such claims, demands or liabilities and any investigation, legal or other expenses counsel fees reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim assertedtherewith) to which the Trust Indemnified Parties Affiliates may become subjectincur, to under the extent1933 Act or under common law or otherwise, and only to such extent, that such losses, claims, damages arising out of or liabilities based upon (i) arise out of an any untrue statement or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Trust for use in the Registration Statement or Prospectus in effect from time to time, or (ii) any omission or alleged omission therefrom omission, on the part of the Distributor, to state a material fact in connection with such information required to be stated in the Covered Documents Registration Statement or Prospectus or necessary to make the statements in the Covered Documents such information not misleading, it being understood that the Trust will rely upon the information provided by the Distributor for use in reliance the preparation of the Registration Statement and the Prospectus, or (iii) any alleged act or omission on the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Trust in writing. The Distributor’s obligation to indemnify the Trust Affiliates is expressly conditioned upon the Distributor being notified of the commencement of any action brought against the Trust Affiliates, which notification shall be given by letter or facsimile transmission addressed to the Distributor at its principal offices in Lisle, Illinois, and in conformity with written information furnished sent to the Distributor by the person against whom such action is brought within 10 days after the summons or other first legal process shall have been served. The Trust Affiliates’ failure to notify the Distributor of the commencement of any such action shall not relieve the Distributor from any liability which it may have to the Trust Affiliates by reason of any such untrue statement or omission, alleged untrue statement or omission, or alleged act or omission on the part of the Distributor independent of this indemnification. The Distributor will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability and to retain legal counsel of good standing chosen by the Distributor about and approved by the Trust Affiliate (such approval not to be unreasonably withheld). If the Distributor expressly for use thereinelects to assume the defense of any such suit and retain counsel approved by the Trust Affiliate, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event the Distributor does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Trust Affiliate, or (ii) are caused the Trust Affiliate does not approve of the counsel chosen by the Distributor’s willful misfeasanceDistributor (such approval not to be unreasonably withheld), bad faith the Distributor shall bear the fees and expenses of any counsel retained by the Trust Affiliate. The indemnification agreement contained in this Section 3.2 shall remain operative and in full force and effect regardless of any investigation made by or gross negligence in on behalf of the performance Trust Affiliate and shall survive the sale of its duties any Creation Units made pursuant to purchase orders obtained by the Distributor or by reason the termination of its reckless disregard of its obligations and duties under this Agreement. In no case is This indemnification will inure exclusively to the indemnity benefit of the Trust Affiliate and its successors, assigns and estate. The Distributor shall promptly notify the Trust of the commencement of any litigation or proceeding against the Distributor in favor connection with the issue and sale of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this AgreementCreation Units.

Indemnification of the Trust. The Distributor will agrees to indemnify and hold harmless the Trust, each on behalf of its directorsthe Funds, officers, employees and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified PartiesIndemnitees”) from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by the Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted(“Claims”) to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Fund-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in reliance upon and in conformity with written information furnished writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Distributor about or any agent or employee of the Distributor expressly or any other person for whose acts the Distributor is responsible, for use thereinin the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or (ii) are caused omission was made in reliance upon written information furnished by the Distributor’s Trust; (b) the willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties obligations under this Agreement, or by reason of its the Distributor’s reckless disregard of its obligations and duties under this Agreement. In no case is ; (c) the indemnity of Distributor’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; or (d) the Distributor Distributor’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in favor of connection with investment, reinvestment, automatic withdrawal and other plans for Shares; provided, however, that the Distributor’s agreement to indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or any person indemnified to be deemed to protect based upon the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust’s reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party’s consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such person may be entitled as a matter of law. In the event of a Claim for which the Trust Indemnitees may be entitled to indemnification hereunder, the Trust shall fully and promptly advise the Distributor in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Distributor’s indemnification obligations under this Agreement except to the extent that the Distributor is materially prejudiced thereby. The Distributor will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Distributor’s part, the Trust shall have the right to participate in the defense. In the event the Distributor elects to assume the defense of any such suit and retain counsel of good standing so approved by the Trust, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Distributor does not elect to assume the defense of any such suit or in case the Trust reasonably withholds approval of counsel chosen by the Distributor, the Distributor will reimburse the Trust Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Distributor’s indemnification obligations contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.

Indemnification of the Trust. Distributor will Underwriter agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “"Trust Indemnified Parties”Indemnitees") from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted("Claims") to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, by the Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use in the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust by the Distributor about Trust; (b) the Distributor expressly for use therein, or (ii) are caused by the Distributor’s willful misfeasance, bad faith or gross negligence of the Underwriter in the performance of its duties obligations under this Agreement, or by reason of its the Underwriter’s reckless disregard of its obligations and duties under this Agreement. In no case is , (c) the indemnity of Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; or (d) Underwriter’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; provided, however, that the Distributor in favor of Underwriter’s agreement to indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or any person indemnified to be deemed to protect based upon the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust’s reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust's failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such person may be entitled as a matter of law. In the event of a Claim for which the Trust Indemnitees may be entitled to indemnification hereunder, the Trust shall fully and promptly advise the Underwriter in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to the extent that the Underwriter is materially prejudiced thereby. The Underwriter will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Underwriter and approved by the Trust, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Underwriter’s part, the Trust shall have the right to participate in the defense. In the event the Underwriter elects to assume the defense of any such suit and retain counsel of good standing so approved by the Trust, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Underwriter does not elect to assume the defense of any such suit or in case the Trust reasonably withholds approval of counsel chosen by the Underwriter, the Underwriter will reimburse the Trust Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.

Indemnification of the Trust. Distributor will indemnify and hold harmless the Trust, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”"TRUST INDEMNIFIED PARTIES") from and against any and all lossesFROM AND AGAINST ANY AND ALL LOSSES, claimsCLAIMS, damages or liabilitiesDAMAGES OR LIABILITIES, joint or severalJOINT OR SEVERAL, THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subject, subject to the extent, and only to such extent, extent that such losses, claims, damages or liabilities (i) arise out of an any untrue statement or alleged untrue statement of a material fact or omission or alleged omission therefrom of was made in a material fact required to be stated in the Covered Documents or necessary to make the statements in the Covered Documents not misleadingDocument, in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein, or the Distributor's omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) are caused by the Distributor’s willful misfeasancesuch action is a direct result of an action, inaction, or omission of Distributor pursuant to this Agreement involving gross negligence, bad faith faith, fraud, reckless disregard, willful misconduct or gross negligence in the performance of criminal misconduct by Distributor, its duties or by reason of affiliates, officers, directors, employees, and/or its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreementagents.

Indemnification of the Trust. Distributor will Underwriter agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified PartiesIndemnitees”) from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted(“Claims”) to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in reliance upon and in conformity with written information furnished writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Distributor about the Distributor expressly Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use thereinin the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or (ii) are caused omission was made in reliance upon written information furnished by the Distributor’s Trust; (b) the willful misfeasance, bad faith or gross negligence of the Underwriter in the performance of its duties obligations under this Agreement, or by reason of its the Underwriter’s reckless disregard of its obligations and duties under this Agreement. In no case is ; (c) the indemnity of Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; or (d) Underwriter’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; provided, however, that the Distributor in favor of Underwriter’s agreement to indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or any person indemnified to be deemed to protect based upon the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust’s or Investment Adviser’s reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party’s consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such person may be entitled as a matter of law. In the event of a Claim for which the Trust Indemnitees may be entitled to indemnification hereunder, the Trust shall fully and promptly advise the Underwriter in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to the extent that the Underwriter is materially prejudiced thereby. The Underwriter will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Underwriter and approved by the Trust, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Underwriter’s part, the Trust shall have the right to participate in the defense. In the event the Underwriter elects to assume the defense of any such suit and retain counsel of good standing so approved by the Trust, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Underwriter does not elect to assume the defense of any such suit or in case the Trust reasonably withholds approval of counsel chosen by the Underwriter, the Underwriter will reimburse the Trust Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.

Indemnification of the Trust. Distributor will Underwriter agrees to indemnify and hold harmless the Trust, each of its directors, officers, employees Trust and each personperson who has been, if anyis, who controlsor may hereafter be a trustee, is controlled by director, officer, employee, shareholder or is under common control with, person of the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified PartiesIndemnitees”) from and against any and all lossesloss, claims, damages damage or liabilities, joint or several, whatsoever expense (including the reasonable costs of investigating or defending any investigationclaim, legal action, suit or other expenses proceeding and any reasonable counsel fees) reasonably incurred by Trust Indemnitees in connection with, and with any amount paid claim or in settlement of, connection with any action, suit or proceeding or any claim asserted(“Claims”) to which the Trust Indemnified Parties any of them may become subjectbe a party, which arises out of or is alleged to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission therefrom of to state a material fact required to be stated in the Covered Documents or such materials necessary to make the statements in the Covered Documents therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in reliance upon and in conformity with written information furnished writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Distributor about the Distributor expressly Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use thereinin the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or (ii) are caused omission was made in reliance upon written information furnished by the Distributor’s Trust; (b) the willful misfeasance, bad faith or gross negligence of the Underwriter in the performance of its duties obligations under this Agreement, or by reason of its the Underwriter’s reckless disregard of its obligations and duties under this Agreement. In no case is , (c) the indemnity of Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; or (d) Underwriter’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; provided, however, that the Distributor in favor of Underwriter’s agreement to indemnify the Trust Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or any person indemnified to be deemed to protect based upon the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence of the Trust in the performance of its duties obligations under this Agreement or by reason of its the Trust’s reckless disregard of its obligations and duties under this Agreement; or (B) arising out of or based upon the Trust’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party’s consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or each such person may be entitled as a matter of law. In the event of a Claim for which the Trust Indemnitees may be entitled to indemnification hereunder, the Trust shall fully and promptly advise the Underwriter in writing of all pertinent facts concerning such Claims, but failure to do so in good faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to the extent that the Underwriter is materially prejudiced thereby. The Underwriter will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Underwriter and approved by the Trust, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Underwriter’s part, the Trust shall have the right to participate in the defense. In the event the Underwriter elects to assume the defense of any such suit and retain counsel of good standing so approved by the Trust, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Underwriter does not elect to assume the defense of any such suit or in case the Trust reasonably withholds approval of counsel chosen by the Underwriter, the Underwriter will reimburse the Trust Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.