Common use of Indemnification of the Trust Clause in Contracts

Indemnification of the Trust. Without limiting the rights of the Trusts under applicable law, Shareholder Servicing Agent will indemnify and hold each Trust harmless from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any Claim (a) resulting from the willful misfeasance, bad faith or gross negligence of Shareholder Servicing Agent, its officers, employees, or agents, in the performance of Shareholder Servicing Agent’s duties and obligations under this Agreement or from the reckless disregard by Shareholder Servicing Agent, its officers, employees, or agents of Shareholder Servicing Agent’s duties and obligations under this Agreement, and (b) not resulting from Shareholder Servicing Agent’s actions in accordance with written instructions reasonably believed by Shareholder Servicing Agent to have been executed by any person duly authorized by the Trust, or in reliance upon any instrument or stock certificate reasonably believed by Shareholder Servicing Agent to have been genuine and signed, countersigned or executed by a person authorized by the Trust. In any case in which Shareholder Servicing Agent may be asked to indemnify or hold the Trust harmless, Shareholder Servicing Agent shall be advised of all pertinent facts concerning the situation in question and the Trust shall use reasonable care to identify and notify Shareholder Servicing Agent promptly concerning any situation that presents or appears likely to present a claim for indemnification by Shareholder Servicing Agent. Shareholder Servicing Agent shall have the option to defend the Trust against any Claim which may be the subject of indemnification under this Section 10.2. In the event that Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by Shareholder Servicing Agent and reasonably satisfactory to the Trust. The Trust may retain additional counsel at its expense. Except with the prior written consent of Shareholder Servicing Agent, the Trust shall not confess any Claim or make any compromise in any case in which Shareholder Servicing Agent will be asked to indemnify the Trust.

Indemnification of the Trust. Without limiting the rights of the Trusts Trust under applicable law, Shareholder Servicing the Agent will indemnify and hold each the Trust harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and disbursements of counselexpenses) from any Claim (a) resulting from (i) the willful misfeasance, bad faith or gross negligence of Shareholder Servicing the Agent, its officers, employees, employees or agents, in (ii) any breach of applicable law by the performance of Shareholder Servicing Agent’s duties and obligations under this Agreement or from the reckless disregard by Shareholder Servicing Agent, its officers, employeesemployees or agents, (iii) any action of the Agent, its officers, employees or agents which exceeds the legal authority of the Agent or its authority hereunder, or (iv) any error or omission of the Agent, its officers, employees or agents with respect to the purchase, redemption and transfer of Shareholder Servicing Customers' Shares or the Agent’s duties and obligations under this Agreement's verification or guarantee of any Customer signature, and (b) not resulting from Shareholder Servicing the Agent’s 's actions in accordance with written instructions reasonably believed by Shareholder Servicing the Agent to have been executed by any person duly authorized by the Trust, or in reliance upon any instrument or stock certificate reasonably believed by Shareholder Servicing the Agent to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust. In any case in which Shareholder Servicing the Agent may be asked to indemnify or hold the Trust harmless, Shareholder Servicing the Agent shall be advised of all pertinent facts concerning the situation in question and the Trust shall use reasonable care to identify and notify Shareholder Servicing the Agent promptly concerning any situation that which presents or appears likely to present a claim for indemnification by Shareholder Servicing against the Agent. Shareholder Servicing The Agent shall have the option to defend the Trust against any Claim which may be the subject of indemnification under this Section 10.2hereunder. In the event that Shareholder Servicing the Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by Shareholder Servicing the Agent and reasonably satisfactory to the Trust. The Trust may retain additional counsel at its expense. Except with the prior written consent of Shareholder Servicing the Agent, the Trust shall not confess any Claim or make any compromise in any case in which Shareholder Servicing the Agent will be asked to indemnify the Trust.

Indemnification of the Trust. Without limiting the rights of the Trusts under applicable law, Shareholder Servicing Agent will indemnify and hold each Trust harmless from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any Claim (a) resulting from the willful misfeasance, bad faith or gross negligence of Shareholder Servicing Agent, its officers, employees, or agents, in the performance of Shareholder Servicing Agent’s 's duties and obligations under this Agreement or from the reckless disregard by Shareholder Servicing Agent, its officers, employees, or agents of Shareholder Servicing Agent’s 's duties and obligations under this Agreement, and (b) not resulting from Shareholder Servicing Agent’s 's actions in accordance with written instructions reasonably believed by Shareholder Servicing Agent to have been executed by any person duly authorized by the Trust, or in reliance upon any instrument or stock certificate reasonably believed by Shareholder Servicing Agent to have been genuine and signed, countersigned or executed by a person authorized by the Trust. In any case in which Shareholder Servicing Agent may be asked to indemnify or hold the Trust harmless, Shareholder Servicing Agent shall be advised of all pertinent facts concerning the situation in question and the Trust shall use reasonable care to identify and notify Shareholder Servicing Agent promptly concerning any situation that presents or appears likely to present a claim for indemnification by Shareholder Servicing Agent. Shareholder Servicing Agent shall have the option to defend the Trust against any Claim which may be the subject of indemnification under this Section 10.2. In the event that Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by Shareholder Servicing Agent and reasonably satisfactory to the Trust. The Trust may retain additional counsel at its expense. Except with the prior written consent of Shareholder Servicing Agent, the Trust shall not confess any Claim or make any compromise in any case in which Shareholder Servicing Agent will be asked to indemnify the Trust.

Indemnification of the Trust. Without limiting the rights of the Trusts Trust under applicable law, Shareholder Servicing the Agent will indemnify and hold each the Trust harmless from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of or counsel) from any Claim (a) resulting from (i) the willful misfeasance, bad faith or gross negligence of Shareholder Servicing the Agent, its directors, officers, employees, employees or agents, in or (ii) any breach of applicable law by the performance of Shareholder Servicing Agent’s duties and obligations under this Agreement or from the reckless disregard by Shareholder Servicing Agent, its directors, officers, employeesemployees or agents, other than any breach of applicable law due solely and directly to the Agent's proper reliance upon an action or omission by the Trust or its agents or contractors which constitutes a breach of applicable law by the Trust or its agents or contractors or (iii) any action of the Agent, its directors, officers, employees or agents which exceeds the legal authority of the Agent or its authority hereunder, or (iv) any error or omission of the Agent, its directors, officers, employees or agents with respect to the purchase, redemption and transfer of Shareholder Servicing Customers' Shares or the Agent’s duties and obligations under this Agreement's verification of any Customer signature on check writing drafts, and (b) not resulting from Shareholder Servicing the Agent’s 's actions in accordance with written instructions reasonably believed by Shareholder Servicing the Agent to have been executed by any person duly authorized by the Trust, or in reliance upon any instrument or stock certificate reasonably believed by Shareholder Servicing the Agent to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust. In any case in which Shareholder Servicing the Agent may be asked to indemnify or hold the Trust harmless, Shareholder Servicing the Agent shall be advised of all pertinent facts concerning the situation in question and the Trust shall use reasonable care to identify and notify Shareholder Servicing the Agent promptly concerning any situation that which presents or appears likely to present a claim for indemnification by Shareholder Servicing against the Agent. Shareholder Servicing The Agent shall have the option to defend the Trust against any Claim which may be the subject of indemnification under this Section 10.2hereunder. In the event that Shareholder Servicing the Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by Shareholder Servicing the Agent and reasonably satisfactory to the Trust. The Trust may retain additional counsel at its expense. Except with the prior written consent of Shareholder Servicing the Agent, the Trust shall not confess any Claim or make any compromise in any case in which Shareholder Servicing the Agent will be asked to indemnify the Trust.

Indemnification of the Trust. Without limiting So long as the rights of the Trusts under applicable lawTrust, Shareholder Servicing Agent will indemnify and hold each Trust harmless from all lossesor its agents, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any Claim (a) resulting from the acts without willful misfeasance, bad faith or gross negligence of Shareholder Servicing Agent, its officers, employees, or agents, in the performance of Shareholder Servicing Agent’s duties its duties, and obligations under this Agreement or from the without reckless disregard by Shareholder Servicing Agentof its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Trust and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Trust in carrying out its officers, employees, or agents duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of Shareholder Servicing Agent’s duties and obligations under this Agreement, and (b) not resulting from Shareholder Servicing Agent’s actions . The indemnification rights of the Trust hereunder shall include the right to reasonable advances of defense expenses in accordance the event of any pending or threatened litigation with written instructions reasonably believed by Shareholder Servicing Agent respect to have been executed by any person duly authorized which indemnification hereunder may ultimately be merited upon receipt of an undertaking by the Trust, or in reliance upon any instrument or stock certificate reasonably believed by Shareholder Servicing Agent Trust to have been genuine and signed, countersigned or executed by a person authorized repay such amounts if it shall ultimately be determined that the Trust is not entitled to be indemnified by the TrustAdministrator hereunder. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case in which Shareholder Servicing Agent the Administrator may be asked to indemnify or hold the Trust harmless, Shareholder Servicing Agent the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question question, and it is further understood that the Trust shall will use all reasonable care to identify and notify Shareholder Servicing Agent the Administrator promptly concerning any situation that which presents or appears likely to present the probability of such a claim for indemnification by Shareholder Servicing Agent. Shareholder Servicing Agent against the Administrator, but failure to do so shall have not affect the option rights hereunder unless such failure has a material adverse effect on the Administrator's ability to defend the Trust against any Claim which may be the subject of indemnification under this Section 10.2claim. In no event and under no circumstances shall the event that Shareholder Servicing Agent Trust be liable to anyone, including, without limitation, the Administrator, for consequential, indirect or punitive damages for any act or failure to act under any provision of this Agreement. The Administrator 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 Administrator elects to defend against assume the defense of any such Claimclaim, the defense shall be conducted by counsel chosen by Shareholder Servicing Agent the Administrator and reasonably satisfactory to the Trust, whose approval shall not be unreasonably withheld. The Trust may In the event that the Administrator elects to assume the defense of any suit and retain additional counsel at its expense. Except with the prior written consent of Shareholder Servicing Agentcounsel, the Trust shall bear the fees and expenses of any additional counsel retained by it. If the Administrator does not confess elect to assume the defense of a suit, it will reimburse the Trust for the reasonable fees and expenses of any Claim or make any compromise in any case in which Shareholder Servicing Agent will be asked to indemnify counsel retained by the Trust.

Indemnification of the Trust. Without limiting the rights of the Trusts Trust under applicable law, Shareholder Servicing the Agent will indemnify and hold each Trust the Trust, its officers, Trustees, employees and controlling persons harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and disbursements of counselexpenses) from any Claim claim both (a) resulting from (i) the willful misfeasance, bad faith or gross negligence of Shareholder Servicing the Agent, its officers, employees, employees or agents, in or (ii) any breach of applicable law by the performance of Shareholder Servicing Agent’s duties and obligations under this Agreement or from the reckless disregard by Shareholder Servicing Agent, its officers, employeesemployees or agents, or (iii) any action of the Agent, its officers, employees or agents which exceeds the legal authority of Shareholder Servicing the Agent or its authority hereunder, or (iv) any material error or omission of the Agent’s duties , its officers, employees or agents with respect to the purchase, redemption and obligations under this Agreementtransfer of Customers' Shares or the Agent's verification or guarantee of any Customer signature, and (b) not resulting from Shareholder Servicing the Agent’s 's actions in accordance with written instructions reasonably believed by Shareholder Servicing the Agent to have been executed by any person duly authorized by the Trust, or in reliance upon the Prospectus or Offering Memorandum, as applicable, Statement of Additional Information or Registration Statement or any instrument or stock certificate reasonably believed by Shareholder Servicing the Agent to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust. In any case in which Shareholder Servicing the Agent may be asked to indemnify or hold the Trust or another party harmless, Shareholder Servicing the Agent shall be advised of all pertinent facts by the Trust or other party concerning the situation in question and the Trust or other party shall use reasonable care to identify and notify Shareholder Servicing the Agent promptly concerning any situation that which presents or appears likely to present a claim for indemnification by Shareholder Servicing against the Agent. Shareholder Servicing The Agent shall have the option to defend the Trust or other party against any Claim claim which may be the subject of indemnification under this Section 10.2hereunder. In the event that Shareholder Servicing the Agent elects to defend against such Claimclaim, the defense shall be conducted by counsel chosen by Shareholder Servicing the Agent and reasonably satisfactory to the TrustTrust or other party. The Trust or other party may retain additional counsel at its expense. Except with the prior written consent of Shareholder Servicing the Agent, the Trust or other party shall not confess any Claim claim or make any compromise in any case in which Shareholder Servicing the Agent will be asked to indemnify the TrustTrust or other party.

Indemnification of the Trust. Without limiting the rights of the Trusts Trust under applicable law, Shareholder Servicing the Agent will indemnify and hold each Trust the Trust, its officers, Trustees, employees and controlling persons harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and disbursements of counselexpenses) from any Claim claim both (a) resulting from (i) the willful misfeasance, bad faith or gross negligence of Shareholder Servicing the Agent, its officers, employees, employees or agents, in or (ii) any breach of applicable law by the performance of Shareholder Servicing Agent’s duties and obligations under this Agreement or from the reckless disregard by Shareholder Servicing Agent, its officers, employees, employees or agents of Shareholder Servicing Agent’s duties and obligations under this Agreementagents, and (b) not resulting from Shareholder Servicing the Agent’s 's actions in accordance with written instructions reasonably believed by Shareholder Servicing the Agent to have been executed by any person duly authorized by the Trust, or in reliance upon the Prospectus or Offering Memorandum, as applicable, or in reliance upon the Prospectus or Offering Memorandum, as applicable, Statement of Additional Information or Registration Statement or any instrument or stock certificate reasonably believed by Shareholder Servicing the Agent to have been genuine and signed, countersigned or executed by a person dully authorized by the Trust. In any case in which Shareholder Servicing the Agent may be asked to indemnify or hold the Trust or another party harmless, Shareholder Servicing the Agent shall be advised of all pertinent facts by the Trust or other party concerning the situation in question and the Trust or other party shall use reasonable care to identify and notify Shareholder Servicing the Agent promptly concerning any situation that which presents or appears likely to present a claim for indemnification by Shareholder Servicing against the Agent. Shareholder Servicing The Agent shall have the option to defend the Trust or other party against any Claim claim which may be the subject of indemnification under this Section 10.2hereunder. In the event that Shareholder Servicing the Agent elects to defend against such Claimclaim, the defense shall be conducted by counsel chosen by Shareholder Servicing the Agent and reasonably satisfactory to the TrustTrust or other party. The Trust or other party may retain additional counsel at its expense. Except with the prior written consent of Shareholder Servicing the Agent, the Trust or other party shall not confess any Claim claim or make any compromise in any case in which Shareholder Servicing the Agent will be asked to indemnify the Trust or other party. The Agent shall not, without the prior written consent of the Trust, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Trust of an unconditional release from all liability in respect of such claim.