Common use of Indemnifications Clause in Contracts

Indemnifications. (a) Client hereby agrees to indemnify and hold harmless Advisor, its employees and affiliates from any and all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offering. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.

Indemnifications. (a) Client hereby agrees to indemnify and hold harmless Advisor, its employees and affiliates from any and all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s 's account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s 's account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offering. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.

Indemnifications. (a) Client hereby agrees to indemnify 1. Licensee shall indemnify, defend and hold harmless AdvisorNAR, its CSRE, and their respective officers, directors, members, agents and employees (“Indemnified Parties”) from and affiliates from any and against all trading lossesliabilities, claims, damages costs, costs and expenses (including reasonable attorneys attorney’s fees), indebtedness and liabilities arising therefrom, including any acts, omissions out of or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with Licensee’s offering or promotion of the activities Course and/or Presentation, including without limitation any allegations of: (i) defamation; (ii) noncompliance with Title III of the Americans with Disabilities Act; (iii) harassment, unlawful discrimination or other misconduct; (iv) infringement of the intellectual property rights of third parties arising from Client’s account. authorized or unauthorized changes made to any Course and/or Presentation by Licensee or Instructor; (bv) Client noncompliance with any applicable local, state and federal laws, including without limitation laws that govern the promotion of Course and/or Presentation by telephone, email and facsimile, and other relevant privacy laws; or (vi) inaccuracy or incompleteness in any unauthorized modifications to Course and/or Presentation made by Licensee or Instructor. Licensee shall further agrees to indemnify Advisorindemnify, its employees defend and affiliates hold harmless Indemnified Parties from and against any and all lossesliabilities, claims, damagescosts and expenses (including attorney’s fees), arising out of or in connection with any disputes arising from the engagement of instructors pursuant to Section [IV(D)] hereof, including disputes regarding instructor payments and contracts or other agreements entered into between Licensee and instructors. 2. CSRE shall indemnify, defend and hold harmless Licensee and its respective officers, directors, agents and employees from and against all liabilities, claims, costs and expensesexpenses (including attorney’s fees), arising under out of or in connection with an allegation that the federal securities lawsCourse and/or Presentation, as provided by CSRE, infringed on the Commodity Exchange Actintellectual property rights of third parties or that the Course and/or Presentation, as provided by CSRE, was inaccurate or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of unitsmisleading. This indemnification Section I(D)(2) shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance uponapply, and CSRE shall have no obligations hereunder, for any materials reproduced or used in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor violation of any representation, warranty or agreement relating to the offeringSection IV(E) “Materials” hereof. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.

Indemnifications. (a) Client hereby agrees to indemnify and hold harmless Advisor, its employees and affiliates from any and all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s 's account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s 's account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offering. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.

Indemnifications. A. The Adviser shall indemnify the Manager and its controlling persons, officers, directors, employees, agents, legal representatives and persons controlled by it (awhich shall not include the Trust or any fund) Client hereby agrees (collectively, "Manager Related Persons") to indemnify and hold harmless Advisor, its employees and affiliates from the fullest extent permitted by law against any and all trading lossesloss, claimsdamage, damages costsjudgments, expenses fines, amounts paid in settlement and reasonable expenses, including attorneys' fees (including reasonable attorneys feescollectively "Losses"), indebtedness and liabilities incurred by the Manager or Manager Related Persons arising therefrom, including any acts, omissions from or errors in connection with this Agreement or the performance by the Manager or Manager Related Persons of Broker in executing orders in Client’s account, unless a court its or their duties hereunder so long as such Losses arise out of competent jurisdiction has found that Advisor has committed the Adviser's gross negligence, willful misconduct or wanton recklessness bad faith in connection performing its responsibilities hereunder or under its agreements with the activities arising from Client’s account. (b) Client further agrees to indemnify AdvisorTrust, its employees and affiliates against any and all lossesincluding, claimswithout limitation, damages, liabilities, costs and expenses, such Losses arising under the federal securities laws, the Commodity Exchange Act, any applicable law or the securities or Blue Sky law of that may be based upon any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material factfact contained in the Trust's Registration Statement, or an actual any amendment thereof or alleged any supplement thereto, or the omission of to state therein a material factfact known or which should have been known and was required to be stated therein or necessary to make the statements therein not misleading, made in the registration statement, prospectus or related selling material, provided, the unless such statement or omission does not relate was made in reasonable reliance upon information furnished to the Advisor Adviser or the Trust by the Manager or a Manager Related Person specifically for inclusion in the Registration Statement or any amendment or supplement thereto, except to the extent any such Losses referred to in this paragraph A result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Manager or a Manager Related Person in the performance of any of its principalsduties under, was not made or in reliance upon, and in conformity connection with, information or instructions furnished this Agreement. B. The Manager shall indemnify the Adviser and its controlling persons, officers, directors, employees, agents, legal representatives and persons controlled by the trading advisorit (collectively, and does not result from a breach by the Advisor of any representation, warranty or agreement relating "Adviser Related Persons") to the offering. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates fullest extent permitted by law against any and all losses, claims, damages, liabilities, costs and expenses, Losses incurred by the Adviser or Adviser Related Persons arising under the federal securities laws, the Commodity Exchange Act, from or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in connection with this Agreement or an actual the performance by the Adviser or alleged misleading Adviser Related Persons of its or their duties hereunder so long as such Losses arise out of the Manager's gross negligence, willful misconduct or bad faith in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material factfact contained in the Trust's Registration Statement, or an actual any amendment thereof or alleged any supplement thereto or the omission of to state therein a material factfact known or which should have been known and was required to be stated therein or necessary to make the statements therein not misleading, made in any case only to the registration statement, prospectus or related selling material, provided, the extent that such statement or omission does relates to the Advisor or its principals, was made in reasonable reliance upon, upon and in conformity with, accordance with written information or instructions furnished by the AdvisorManager or Manager Related Person to the Adviser or the Trust specifically for inclusion in the Registration Statement or any amendment or supplement thereto, and results except to the extent any such Losses referred to in this paragraph B result from a breach by willful misfeasance, bad faith, gross negligence or reckless disregard on the Advisor part of the Adviser or an Adviser Related Person in the performance of any representationof its duties under, warranty or agreement relating to in connection with, this Agreement. C. The indemnifications provided in this Section 5 shall survive the offeringtermination of this Agreement.

Indemnifications. (a) Client hereby a. NWL agrees to indemnify and hold Federated harmless Advisor, its employees and affiliates from any and all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilitiesliabilities or expenses to which Federated may become subject under any statute, costs regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses relate directly to the sale of the products identified in the Appendix to this Agreement and expenses, arising under the federal securities laws, the Commodity Exchange Actarise as a direct consequence of: 1) any material misrepresentation or omission, or the securities alleged material misrepresentation or Blue Sky law of any jurisdictionomission, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made contained in the registration statementstatements, prospectus prospectuses, sales literature or related selling materialcontracts for the annuity products, providedprovided that such misrepresentations or omissions are not attributable to any failure by Federated, whether negligent or intentional, to provide accurate information, on a timely basis, necessary for inclusion in the statement annuity product registration statements, prospectuses or contracts; 2) any failure by NWL or its employees, whether negligent or intentional, to perform the duties and discharge the obligations contemplated in this Agreement; and 3) any fraudulent, unauthorized or wrongful act or omission does not relate to the Advisor by NWL or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offeringemployees. (c) Advisor b. Federated agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against hold NWL harmless from any and all losses, claims, damages, liabilitiesliabilities or expenses to which NWL may become subject under any statute, costs regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses relate directly to the sale of the products identified in the Appendix to this Agreement, and expensesarise as a direct consequence of: 1) any material misrepresentation or omission, arising under or alleged material misrepresentation or omission, contained in the federal securities laws, sales literature developed by Federated for the Commodity Exchange Actproducts, or the securities registration statement and prospectus for the mutual fund investment options serving as the underlying investment media for the annuity products, provided that such misrepresentations or Blue Sky law omissions are not attributable to any failure by NWL, whether negligent or intentional, to provide accurate information, on a timely basis, necessary for inclusion in the sales literature or mutual fund registration statement or prospectus. 2) any failure by Federated, its employees or registered representatives, to perform the duties and discharge the obligations contemplated in this Agreement; and 3) any fraudulent, unauthorized or wrongful acts or omissions by Federated, its employees and registered representatives. c. Neither NWL nor Federated shall be liable, as the indemnifying party pursuant to subparagraphs a. and b. of this paragraph 4 (of section F), if the losses, claims, damages, liabilities or legal expenses incurred by the indemnified party arise out of the indemnified party's willful misfeasance, bad faith, or gross negligence in the performance of its duties, or through the reckless disregard of its duties under this Agreement. d. NWL and Federated will promptly notify each other of the commencement of any jurisdictionlitigation or proceedings, in respect of or the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach assertion of any representation, warranty claim or agreement any material pertinent inquiries as described in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offeringAgreement.

Indemnifications. (ai) Client In addition to any other indemnity which Borrower may have to Agent or any Lender under any of the other Loan Documents and without limiting such other indemnification provisions, Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless Advisor, its employees from and affiliates from any and all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all lossesClaims which any of the Agent Indemnitees or any of the Lender Indemnitees may (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, claimsdirectly or indirectly, damagesof (a) the issuance of, liabilitiespayment or failure to pay or any performance or failure to perform under any Letter of Credit or LC Support or (b) any suit, costs and expensesinvestigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, arising under directly or indirectly, of the federal securities laws, the Commodity Exchange Act, issuance of any Letter of Credit or any LC Support or the securities payment or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating failure to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offeringpay thereunder. (cii) Advisor Each Participating Lender agrees to indemnify Clientand defend each of the Fleet Indemnitees (to the extent the Fleet Indemnitees are not reimbursed by Borrower or any other Obligor, its general partnerbut without limiting the indemnification obligations of Borrower under this Agreement), their respective employeeson a Pro Rata basis, agents from and affiliates against any and all lossesClaims which may be imposed on, claims, damages, liabilities, incurred by or asserted against any of the Fleet Indemnitees in any way related to or arising out of Fleet's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expensesexpenses which Borrower is obligated to pay under Section 14.2 hereof), arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of provided that no Participating Lender shall be liable to any jurisdiction, in respect of the offer or sale Fleet Indemnitees for any of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates foregoing to the Advisor extent that they result solely from the willful misconduct or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor gross negligence of any representation, warranty or agreement relating to the offeringsuch Fleet Indemnitees.

Indemnifications. (a) Client hereby agrees to indemnify Lessee shall indemnify, hold harmless, and hold harmless Advisor, its employees defend Lessor for and affiliates from against any and all trading lossesliabilities, claims, damages costsdemands, suits, damages, actions, recoveries, judgments, and expenses (including court costs, reasonable attorneys attorneys' fees), indebtedness and costs of investigation) resulting from injury to or death of any person or any damage to property, or loss of revenues due to any breach of this Lease or any Site Schedule by Lessee, or any negligent act or omission, or willful misconduct of Lessee or its contractors, subcontractors, agents, or representatives occurring in or around the Leased Premises, except to the extent such liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, are directly caused by the willful misconduct or wanton recklessness in connection with the activities arising from Client’s accountgross negligence of Lessor. (b) Client further agrees to indemnify AdvisorLessor shall indemnify, its employees hold harmless, and affiliates defend Lessee for and against any and all lossesliabilities, claims, demands, suits, damages, liabilitiesactions, recoveries, judgments, and expenses (including court costs, reasonable attorneys' fees, and costs and expenses, arising under the federal securities laws, the Commodity Exchange Actof investigation) resulting from injury to or death of any person or any damage to property, or the securities or Blue Sky law loss of revenues due to any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of this Lease or any representationSite Schedule by Lessor, warranty or agreement any negligent act or omission, or willful misconduct, of Lessor or its contractors, subcontractors, agents, or representatives occurring in this Agreement relating or around the Leased Premises, except to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished extent such liabilities are directly caused by the trading advisor, and does not result from a breach by the Advisor willful misconduct or gross negligence of any representation, warranty or agreement relating to the offeringLessee. (c) Advisor agrees to indemnify ClientNOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THIS LEASE OR ANY SITE SCHEDULE TO THE CONTRARY IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR, its general partnerOR LIABLE FOR ANY LOSS, their respective employeesCOST, agents and affiliates against any and all lossesDAMAGE, claimsEXPENSE, damagesINJURY OR OTHER LIABILITY WHICH IS IN THE NATURE OF INDIRECT, liabilitiesSPECIAL, costs and expensesINCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ARE SUFFERED OR INCURRED AS THE RESULT OF, arising under the federal securities lawsARISE OUT OF, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offeringOR ARE IN ANY WAY CONNECTED TO THE PERFORMANCE OF OBLIGATIONS HEREUNDER.

Indemnifications. (a) Client hereby agrees to The Company shall indemnify and hold the Trustee harmless Advisor, its employees from and affiliates from any and against all trading losses, claims, damages costs, expenses loss or liability (including expenses and reasonable attorneys attorneys' fees)) to which it may be subject by reason of its execution of its duties under this Trust, indebtedness and liabilities arising therefromor by reason of any acts taken in good faith in accordance with any directions, including any actsor acts omitted in good faith due to absence of directions, omissions from the Company, the Committee or errors of Broker in executing orders in Client’s accounta Participant, unless a court of competent jurisdiction has found that Advisor has committed such loss or liability is due to the Trustee's gross negligence, negligence or willful misconduct or wanton recklessness in connection with misconduct. The indemnity described herein shall be provided by the activities arising from Client’s accountCompany. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under In the federal securities lawsevent that the Trustee is named as a defendant in a lawsuit or proceeding involving one or more of the Plan or the Trust Fund, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification Trustee shall be made entitled to receive on a current basis the indemnity payments provided for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating Section, provided however that if the final judgment entered in the lawsuit or proceeding holds that the Trustee is guilty of gross negligence or willful misconduct with respect to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, providedTrust Fund, the statement or omission does not relate Trustee shall be required to refund the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offeringindemnity payments that it has received. (c) Advisor agrees The Company shall indemnify and hold the Administrator harmless from and against all loss or liability (including expenses and reasonable attorneys' fees) to indemnify Clientwhich it may be subject by reason of its execution of its duties under this Trust, or by reason of any acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company, the Committee or a Participant, unless such loss or liability is due to the Administrator's gross negligence or willful misconduct. The indemnity described herein shall be provided by the Company. (d) In the event that the Administrator is named as a defendant in a lawsuit or proceeding involving the Plan or the Trust Fund, the Administrator shall be entitled to receive on a current basis the indemnity payments provided for in this Section, provided however that if the final judgment entered in the lawsuit or proceeding holds that the Administrator is guilty of gross negligence or willful misconduct with respect to its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising duties under the federal securities lawsPlan or the Trust, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification Administrator shall be made for liabilities resulting from a breach of any representation, warranty or agreement required to refund the indemnity payments that it has received. (e) All releases and indemnities provided in this Trust Agreement or an actual or alleged misleading or untrue statement shall survive the termination of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offeringthis Trust Agreement.

Indemnifications. The Company will indemnify, defend, and hold harmless each of the following: (a) Client hereby agrees The Members, Governing Persons and officers of the Company as well as their officers, managers, members, partners, owners, employees, and agents, (the “Indemnified Person”) if any, from and against all Claims they may incur as a result of having been, being, or threatened to indemnify and hold harmless Advisorbe made a named defendant or respondent in a Proceeding because it is or was a Member, its employees and affiliates from Governing Person or officer in the Company or is performing or had performed the obligations of the Member, Governing Person or officer with respect to the Company, SPECIFICALLY INCLUDING CLAIMS BASED ON OR ARISING FROM THEIR SOLE, PARTIAL, OR CONCURRENT NEGLIGENCE, but excluding any and all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors such items incurred as a result of Broker in executing orders in Client’s account, unless a court acts of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with intentional acts against the activities arising from Client’s accountCompany. (b) Client further agrees to indemnify Advisor, its employees Each Indemnified Person from and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under Claims such Person may incur as a result of appearing as a witness or other participation in a Proceeding that involves or affects the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offering.Company; (c) Advisor agrees Each Indemnified Person from and against all Claims such Person may incur as a result of having performed or performing services for the Company, SPECIFICALLY INCLUDING CLAIMS BASED ON OR ARISING FROM THE INDEMNIFIED PERSON’S SOLE, PARTIAL, OR CONCURRENT NEGLIGENCE. (d) The rights of an Indemnified Person under this Section include the right to indemnify Client, be paid or reimbursed by the Company for reasonable expenses incurred in defending any Proceeding in advance of its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under final disposition. (e) If a claim for indemnification or advancement of expenses hereunder is not paid in full by the federal securities lawsCompany within 90 days after a written claim has been received by the Company, the Commodity Exchange ActPerson seeking a remedy under this Section may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and if successful in whole or in part, the securities or Blue Sky law Person seeking a remedy under this Section will also be entitled to be paid the expenses of prosecuting such claim. (f) The right of any jurisdictionIndemnified Person under this Section will survive the termination of that Person’s status as an Indemnified Person, in respect the termination of this Agreement and the dissolution of the offer or sale Company. (g) In the event of units. This indemnification shall the death of a Person seeking a remedy under this Section, the right under this Section will inure to the benefit of such Person’s heirs, executors, administrators, and personal representatives. (h) The rights conferred in this Section will not be made for liabilities resulting from a breach exclusive of any representationother right that a Person seeking a remedy under this Section may have or hereafter acquire under any statute, warranty or agreement in resolution of Members, Governing Authority, this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offeringotherwise.

Indemnifications. (a) Client hereby agrees to The Company shall indemnify and hold the Trustee harmless Advisor, its employees from and affiliates from any and against all trading losses, claims, damages costs, expenses loss or liability (including expenses and reasonable attorneys attorneys' fees)) to which it may be subject by reason of its execution of its duties under this Trust, indebtedness and liabilities arising therefromor by reason of any acts taken in good faith in accordance with any directions, including any actsor acts omitted in good faith due to absence of directions, omissions from the Company, the Committee or errors of Broker in executing orders in Client’s accounta Participant, unless a court of competent jurisdiction has found that Advisor has committed such loss or liability is due to the Trustee's gross negligence, negligence or willful misconduct or wanton recklessness in connection with misconduct. The indemnity described herein shall be provided by the activities arising from Client’s accountCompany. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under In the federal securities lawsevent that the Trustee is named as a defendant in a lawsuit or proceeding involving one or more of the Plan or the Trust Fund, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification Trustee shall be made entitled to receive on a current basis the indemnity payments provided for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating Section, provided however that if the final judgment entered in the lawsuit or proceeding holds that the Trustee is guilty of gross negligence or willful misconduct with respect to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, providedTrust Fund, the statement or omission does not relate Trustee shall be required to refund the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offeringindemnity payments that it has received. (c) Advisor agrees The Company shall indemnify and hold the Administrator harmless from and against all loss or liability (including expenses and reasonable attorneys' fees) to indemnify Clientwhich it may be subject by reason of its execution of its duties under this Trust, its general partneror by reason of any acts taken in good faith in accordance with any directions, their respective employeesor acts omitted in good faith due to absence of directions, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under from the federal securities lawsCompany, the Commodity Exchange ActCommittee or a Participant, unless such loss or liability is due to the Administrator's gross negligence or willful misconduct. The indemnity described herein shall be provided by the Company. (d) In the event that the Administrator is named as a defendant in a lawsuit or proceeding involving the Plan or the securities or Blue Sky law of any jurisdictionTrust Fund, in respect of the offer or sale of units. This indemnification Administrator shall be made entitled to receive on a current basis the indemnity payments provided for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.this

Indemnifications. (a) Client hereby agrees to indemnify 1. Licensee shall indemnify, defend and hold harmless AdvisorNAR, its CSRE, and their respective officers, directors, members, agents and employees (“Indemnified Parties”) from and affiliates from any and against all trading lossesliabilities, claims, damages costscosts and expenses (including attorney’s fees), arising out of or in connection with Licensee’s offering or promotion of the Course and/or Presentation, including without limitation any allegations of: (i) defamation; (ii) noncompliance with Title III of the Americans with Disabilities Act; (iii) harassment, unlawful discrimination or other misconduct; (iv) infringement of the intellectual property rights of third parties arising from authorized or unauthorized changes made to any Course and/or Presentation by Licensee or Instructor; (v) noncompliance with any applicable local, state and federal laws, including without limitation laws that govern the promotion of Course and/or Presentation by telephone, email and facsimile, and other relevant privacy laws; or (vi) inaccuracy or incompleteness in any unauthorized modifications to Course and/or Presentation made by Licensee or Instructor. Licensee shall further indemnify, defend and hold harmless Indemnified Parties from and against all liabilities, claims, costs and expenses (including attorney’s fees), arising out of or in connection with any disputes arising from the engagement of instructors pursuant to Section [III(D)] hereof, including disputes regarding instructor payments and contracts or other agreements entered into between Licensee and instructors. 2. CSRE shall indemnify, defend and hold harmless Licensee and its respective officers, directors, agents and employees from and against all liabilities, claims, costs and expenses (including reasonable attorneys attorney’s fees), indebtedness and liabilities arising therefrom, including any acts, omissions out of or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with an allegation that the activities arising from Client’s accountMaterials or Presentation, as provided by CSRE, infringed on the intellectual property rights of third parties. This Section II(C)(2) will not apply, and CSRE shall have no obligations hereunder, for any materials reproduced or used in violation of Section III(E) “Materials” hereof. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under 3. The indemnity provisions will survive the federal securities laws, the Commodity Exchange Act, termination or the securities or Blue Sky law expiration of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offeringAgreement. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.

Indemnifications. (a) Client hereby agrees to indemnify and hold harmless Advisor, its employees and affiliates from any and all trading losses, claims, damages costs, expenses (including reasonable attorneys attorney fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s 's account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s 's account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offering. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.

Indemnifications. A. The Investment Manager shall indemnify the Subadviser and its affiliates, officers, directors, employees, agents, legal representatives and persons controlled by it (awhich shall not include the Fund or any portfolio thereof) Client hereby agrees (collectively, "Subadviser Related Persons") to indemnify and hold harmless Advisor, its employees and affiliates from the fullest extent permitted by law against any and all trading lossesloss, claimsdamage, damages costsjudgments, expenses fines, amounts paid in settlement and reasonable expenses, including attorneys' fees (including reasonable attorneys feescollectively "Losses"), indebtedness and liabilities incurred by the Subadviser or Subadviser Related Persons arising therefrom, including any acts, omissions from or errors in connection with this Agreement or the performance by the Subadviser or Subadviser Related Persons of Broker in executing orders in Client’s account, unless a court its or their duties hereunder so long as such Losses arise out of competent jurisdiction has found that Advisor has committed the Investment Manager's gross negligence, willful misconduct or wanton recklessness bad faith, in connection performing its responsibilities hereunder or under its agreements with the activities arising from Client’s account. (b) Client further agrees Fund or the gross negligence, willful misconduct or bad faith of any service provided to indemnify Advisorany portfolio of the Fund, its employees and affiliates against any and all lossesincluding without limitation, claims, damages, liabilities, costs and expenses, such Losses arising under the federal securities laws, the Commodity Exchange Act, any applicable law or the securities or Blue Sky law of that may be based upon any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material factfact contained in the Fund's registration statement, or an actual any amendment thereof or alleged any supplement thereto, or the omission of to state therein a material factfact known or which should have been known and was required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Investment Manager or the Fund by the Subadviser or any Subadviser Related Person specifically for inclusion in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate any amendment or supplement thereto, except to the Advisor extent any such Losses referred to in this paragraph A (i.e., paragraph A.) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Subadviser or a Subadviser Related Person in the performance of any of its principalsduties under, was not made or in reliance upon, and in conformity connection with, information this Agreement. B. The Subadviser shall indemnify the Investment Manager and its controlling persons, officers, directors, employees, agents, legal representatives and persons controlled by it (which shall not include the Fund or instructions furnished by the trading advisorany Portfolio) (collectively, and does not result from a breach by the Advisor of any representation, warranty or agreement relating "Investment Manager Related Persons") to the offering. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates fullest extent permitted by law against any and all losses, claims, damages, liabilities, costs and expenses, Losses incurred by the Investment Manager or Investment Manager Related Persons arising under the federal securities laws, the Commodity Exchange Act, from or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in connection with this Agreement or an actual the performance by the Investment Manager or alleged misleading Investment Manager Related Persons of its or their duties hereunder so long as such Losses arise out of the Subadviser's gross negligence, willfull misconduct or bad faith in performing its responsibilities hereunder, including, without limitation, such Losses arising under any applicable law or that may be based upon any untrue statement of a material fact, or an actual or alleged omission of a material fact, made fact contained in the Fund's registration statement, prospectus or related selling materialany amendment thereof or any supplement thereto or the omission to state therein a material fact known or which should have been known and was required to be stated therein or necessary to make the statement therein not misleading, provided, the provided that such statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, upon written information or instructions furnished by the AdvisorSubadviser or Subadviser Related Person to the Investment Manager or the Fund, and results except to the extent any such Losses referred to in this paragraph B (i.e., paragraph B.) result from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Investment Manager or a breach by Investment Manager Related Person in the Advisor performance of any representationof its duties under, warranty or agreement relating to in connection with, this Agreement. C. The indemnifications provided in this Section shall survive the offeringtermination of this Agreement.

Indemnifications. (a) Client hereby agrees To the fullest extent permitted by law and subject to the express limitations set forth in Section 18-108 of the Delaware Limited Liability Company Act (and, to the extent applicable by virtue of the Section 18-108 of the Delaware Limited Liability Company Act, the applicable provisions of the Delaware General Corporation Law), the Company shall indemnify and hold harmless Advisor, its employees each Covered Person from and affiliates from any and all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and expensesattorney’s fees) actually incurred by such Covered Person in connection with any threatened, arising under the federal securities lawspending or completed claim, the Commodity Exchange Actdemand, action, suit or the securities proceeding, whether civil, criminal, administrative, arbitrative or Blue Sky law of investigative, any jurisdictionappeal in such a claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such a claim, demand, action, suit or proceeding (any such claim, demand, action, suit, proceeding, appeal, inquiry or investigation being hereinafter referred to as a “Proceeding”), in respect of the offer which such Covered Person was, is or sale of units. This indemnification shall is threatened to be made for liabilities resulting from a breach named defendant or respondent as a result of or based upon his or its status as a Covered Person or any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement action or omission does not relate to the Advisor taken by him or it in his or its principalscapacity as such, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor regardless of whether any representation, warranty or agreement relating to the offering. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all of said losses, claims, damages, liabilities, costs and expensesjudgments, arising penalties, fines, settlements or expenses resulted from the negligence or other fault of such Covered Person. Notwithstanding the foregoing, to the extent required under Section 18-108 of the federal securities lawsDelaware Limited Liability Company Act (and, to the extent applicable by virtue of the Section 18-108 of the Delaware Limited Liability Company Act, the Commodity Exchange Actapplicable provisions of the Delaware General Corporation Law) no Covered Person shall be indemnified and held harmless unless a determination is made in accordance with paragraph (c) below that such Covered Person (i) conducted himself or itself in good faith, (ii) reasonably believed that his or its conduct was not adverse to the interests of the Company (in the case of conduct by a Covered Person in his or its official capacity) or at least not opposed to the best interests of the Company (in all other cases) and (iii) in the case of a criminal Proceeding, had no reasonable cause to believe that his or its conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent shall not of itself be determinative that a Covered Person did not meet the requirements set forth in this paragraph (a). (b) Notwithstanding the provisions of paragraph (a) above, in the case of a Proceeding in which a Covered Person is found liable on the basis that personal benefit was improperly received by the Covered Person, whether or not the benefit resulted from an action taken in his or its official capacity, or is found liable to the securities or Blue Sky law of any jurisdictionCompany, the indemnification provided under such paragraph (i) shall be limited to reasonable expenses actually incurred by such Covered Person in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which such Covered Person shall have been found liable for willful or intentional misconduct in the offer performance of his or sale its duty to the Company. A Covered Person shall be deemed to have been found liable in respect of units. This any claim, issue or matter only after the Covered Person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. (c) A determination that the requirements for indemnification of a Covered Person pursuant to paragraph (a) above have been satisfied shall be made as follows: (i) by a majority of a quorum of the Board of Directors consisting of Managers who at the time of the vote are not named defendants or respondents in the Proceeding; (ii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all Managers, consisting solely of two or more Managers who at the time of the vote are not named defendants or respondents in the Proceeding; (iii) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in subparagraph (i) or (ii) above, or if such quorum cannot be obtained and such committee cannot be established, by a majority vote of all Managers; or (iv) by the Members in a vote that excludes the Units held by Managers who are named defendants or respondents in the Proceeding. (d) To the fullest extent permitted by law and without limiting any right granted to a Covered Person under this Section 11.3, the Company shall indemnify and hold harmless each Covered Person from and against any and all reasonable expenses (including court costs and attorney’s fees) incurred by such Covered Person in connection with a Proceeding in which the Covered Person was a named defendant or respondent because of his or its status as such, if such Covered Person has been wholly successful, on the merits or otherwise, in the defense of such Proceeding. (e) To the fullest extent permitted by law, the Company shall pay or reimburse, in advance of the final disposition of a Proceeding and without the determination specified in paragraph (c) above, reasonable expenses (including court costs and attorney’s fees) incurred by a Covered Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding because of his or its status as a Covered Person, after the Company receives a written affirmation. by such Covered Person of his or its good faith belief that he or it has met the standard of conduct necessary for liabilities resulting from indemnification under the Delaware Limited Liability Company Act and a breach written undertaking by or on behalf of such Covered Person to repay the amount paid or reimbursed if it is ultimately determined that such Covered Person has not met such standard or if it is ultimately determined that indemnification of the Covered Person against expenses incurred in connection with the Proceeding is prohibited under paragraph (a) above. The written undertaking required by the preceding sentence must be an unlimited general obligation of the Covered Person but need not be secured. It may be accepted without reference to financial ability to make repayment. (f) Notwithstanding any other provision contained in this Section 11.3, the Company may pay or reimburse expenses incurred by a Covered Person in connection with his or its appearance as a witness or other participation in a Proceeding at a time when he or it is not a named defendant or respondent in such Proceeding. (g) The Company may indemnify and advance expenses to Person who is or was serving at the request of the Company as a Manager, officer, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company or corporation, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise to the same extent that it may indemnify and advance expenses to Covered Persons under this Section 12.3. (h) Any indemnification or advancement of expenses under this Section 11.3 shall be satisfied solely out of the property and assets of the Company. In no event may a Covered Person subject any Member to personal liability by reason of this Section 11.3. (i) The indemnification and advancement of expenses provided for in this Section 11.3 shall be in addition to any other rights to which a Covered Person may be entitled pursuant to any contract or agreement or any approval of the Board of Directors or Members or as a matter of law, whether with respect to an action of a Covered Person in his capacity as such or in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of a Covered Person. (j) To the fullest extent permitted by law, a Covered Person shall not be denied indemnification or advancement of expenses under this Section 11.3 solely on the grounds that such Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction is one otherwise permitted to be carried out by the terms of this Agreement. (k) Any indemnification of or advancement of expenses to a Covered Person in accordance with this Section 11.3 shall be reported in writing to the Members with or before the notice or waiver of notice of the next meeting of the Members or with or before the next submission to Members of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advancement. (l) The Company may, but shall not be obligated to, purchase and maintain insurance or another arrangement on behalf of any representationCovered Person or any Person who is or was serving at the request of the Company as a Manager, warranty officer, venturer, proprietor, trustee, employee, agent, or agreement similar functionary of another foreign or domestic limited liability company or corporation, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him or it and incurred by him or it in such a capacity or arising out of his or its status as such, whether or not the Company would have the power to indemnify him or it against that liability under this Section 11.3. If the insurance or other arrangement is with a Person that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Company would not have the power to indemnify the Person only if including coverage for the additional liability has been approved by the Members. Without limiting the power of the Company to procure or maintain any kind of insurance or other arrangement, the Company may, for the benefit of Persons indemnified by the Company, (i) create a trust fund, (ii) establish any form of self-insurance, (iii) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Company or (iv) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Company or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Company. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other Person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the Managers approving the insurance or arrangement to liability, on any ground, regardless of whether the Managers participating in the approval are beneficiaries of the insurance or arrangement. (m) The agreements contained in this Agreement Section 11.3 shall survive any dissolution or an actual or alleged misleading or untrue statement termination of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offeringCompany.

Indemnifications. (a) Client hereby agrees to indemnify and hold harmless Advisor, its employees and affiliates from any and all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offering. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.

Indemnifications. (a) Client hereby 9.01 Seller agrees to indemnify and hold harmless AdvisorPurchaser, its employees officers and affiliates directors from: A. Any and all damages or deficiencies resulting from any misrepresentation, breach of warranty or non-fulfillment of any covenants on the part of Seller under their Agreement. B. Any and all trading lossesactions, claimssuits, damages proceedings, demands, assessments, judgments, costs, expenses (including reasonable attorneys fees), indebtedness expenses incident to any of the foregoing. C. Any and all liabilities arising therefromas they relate to the personal property being transferred under their Purchase and Sale Agreement which are not specifically set forth. 9.02 Purchaser agrees to indemnify and hold Seller harmless from: A. Any and all damages or deficiencies resulting from any misrepresentation, breach of warranty or non- fulfillment of any covenant on the part of Purchaser under their Agreement B. Any and all actions, suits, proceeding, demands, assessments, judgments, costs, reasonable attorney's fees and expenses incident to any of the foregoing. 9.03 Any party having an indemnification claim hereunder (An Indemnitee") shall give the other party ("Indemnitor") prompt notice in writing of any claim by any third party which gives rise to a claim for indemnification hereunder, and of any alleged breach of any of the representations and warranties contained in their Agreement. As to any alleged breach of the representations or warranties, written notice shall contain a statement setting forth the nature of the alleged breach or breaches. The Indemnitor shall have thirty (30) days after the delivery of such notice to cure or contest any such claim by a third party or any such alleged breach or breaches. At its option, to be exercised within thirty (30) days of such notice, the Indemnitor may defend against any such action or proceeding with counsel of its choice, at the Indemnitor's expense, it being understood, however, that the Indemnitor's designation of counsel shall be subject to the approval of the Indemnitee, which approval shall not be unreasonably withheld. Additionally, at its own expense the Indemnitee may participate in any such defense with counsel of its choice. As long as the defense is being handled by the Indemnitor, the Indemnitee shall not settle any such claim, action or proceeding without prior written consent of the Indemnitor, except that if the Indemnitee does elect to settle the matter without such consent, the Indemnitor shall be released from the terms of their indemnification. Notwithstanding the foregoing, in the event the Indemnitor elects not to defend any such claim, action, or proceeding, the Indemnitee may do so, in which event the Indemnitor shall continue to indemnify the Indemnitee for any liabilities, losses and damages incurred by the Indemnitee, including any acts, omissions or errors settlement payments and for the reasonable costs and expenses of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s accounttheir counsel. (b) Client further agrees 9.04 All indemnifications made herein by Purchaser, Seller and the Shareholders shall survive the closing of their transaction and shall inure to indemnify Advisor, its employees and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect benefit of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representationPurchaser’s and Seller’s heirs, warranty or agreement in this Agreement relating to the offeringassigns, or an actual or alleged misleading or untrue statement of a material factagents, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offeringmembers and/or shareholders. (c) Advisor agrees to indemnify Client, its general partner, their respective employees, agents and affiliates against any and all losses, claims, damages, liabilities, costs and expenses, arising under the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offering.

Indemnifications. 3.1 Assignor hereby unconditionally indemnifies, holds harmless, protects and defends Assignee (a) Client hereby agrees to indemnify including Assignee's successors and hold harmless Advisorassigns), its employees and affiliates from any and all trading lossesof their respective subsidiary, claimsaffiliated, damages costsrelated, expenses and parent companies, their respective shareholders, employees, attorneys, officers, directors, agents and representatives (including reasonable attorneys fees), indebtedness all indemnified parties referred to as "Assignee Indemnified Parties") from and liabilities arising therefrom, including any acts, omissions or errors of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s account. (b) Client further agrees to indemnify Advisor, its employees and affiliates against any and all losses, claims, damagesdemands, liabilitiesdamages (including liquidated, punitive and compensatory), injuries, deaths, actions and causes of actions, costs and expensesexpenses (including attorney's fees and expenses at all levels of proceedings), arising under the federal securities lawslosses and liabilities of whatever nature (including liability to third parties), the Commodity Exchange Actand all other consequences of any sort, without limit, that may be asserted or brought against any Assignee Indemnified Party which is in any way related to any act or omission by Assignor, or by any Assignor employee or independent contractor concerning the securities or Blue Sky law Assigned Agreements which pertain to matters which occurred prior to the effective date of any jurisdiction, in respect of the offer or sale of unitsthis Agreement. This indemnification shall also be made for liabilities resulting from a breach applicable to any other act or omission by Assignor, or by any Assignor employee or independent contractor and to any other act or omission by or under the direction of Assignor or Assignor's employees or contractors, including without limitation, any violation of any representationlocal, warranty state and/or federal law, regulation, ordinance, directive or agreement in rule whatsoever. For purposes of this Agreement relating to the offeringindemnification provision "act or omission" includes any intentional, negligent, fraudulent, or an actual criminal act or alleged misleading or untrue statement of a material factomission, or an actual or alleged omission the misappropriation of a material factany funds. 3.2 Assignee hereby unconditionally indemnifies, made in the registration statementholds harmless, prospectus or related selling material, provided, the statement or omission does not relate to the Advisor or its principals, was not made in reliance uponprotects and defends Assignor (including Assignor's successors and assigns), and in conformity withall of their respective subsidiary, information or instructions furnished by the trading advisoraffiliated, related, and does not result from a breach by the Advisor of any representation, warranty or agreement relating to the offering. (c) Advisor agrees to indemnify Client, its general partnerparent companies, their respective shareholders, employees, attorneys, officers, directors, agents and affiliates representatives (all indemnified parties referred to as "Assignor Indemnified Parties") from and against any and all losses, claims, damagesdemands, liabilitiesdamages (including liquidated, punitive and compensatory), injuries, deaths, actions and causes of actions, costs and expensesexpenses (including attorney's fees and expenses at all levels of proceedings), arising under the federal securities lawslosses and liabilities of whatever nature (including liability to third parties), the Commodity Exchange Actand all other consequences of any sort, without limit, that may be asserted or brought against any Assignor Indemnified Party which is in any way related to any act or omission by Assignee, or by any Assignee employee or independent contractor (other than Assignor), concerning the securities or Blue Sky law Assigned Agreements which pertain to matters which occurred after the effective date of any jurisdiction, in respect of the offer or sale of unitsthis assignment. This indemnification shall also be made for liabilities resulting from a breach applicable to the performance of any representation, warranty or agreement in service by Assignee which is required to be performed under this Agreement and to any other act or an actual or alleged misleading or untrue statement of a material factomission by Assignee, or an actual by any Assignee employee or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement independent contractor and to any other act or omission does relates to by or under the Advisor direction of Assignee or its principalsAssignee's employees or contractors (excluding Assignor), was made in reliance uponincluding without limitation, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor any violation of any representationlocal, warranty state and/or federal law, regulation, ordinance, directive or agreement relating to rule whatsoever. For purposes of this indemnification provision "act or omission" includes any intentional, negligent, fraudulent, or criminal act or omission, or the offeringmisappropriation of any funds.

Indemnifications. (a) Client hereby agrees to During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless Advisor, its employees and affiliates from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 13 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all trading losses, claims, damages costs, expenses (including reasonable attorneys fees), indebtedness respects with Licensor in the conduct and liabilities arising therefrom, including any acts, omissions or errors defense of Broker in executing orders in Client’s account, unless a court of competent jurisdiction has found that Advisor has committed gross negligence, willful misconduct or wanton recklessness in connection with the activities arising from Client’s accountsaid suit and/or proceedings related thereto. (b) Client further agrees to During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify AdvisorLicensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its employees affiliates and affiliates shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and all losses, claims, damages, liabilities, costs and expenses, arising under undertakings hereunder; (ii) any unauthorized use by Licensee of the federal securities laws, the Commodity Exchange ActLicensed Property; (iii) any use of any trademark, or the securities copyright (except trademarks or Blue Sky law of any jurisdiction, in respect of the offer or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representation, warranty or agreement in this Agreement relating to the offering, or an actual or alleged misleading or untrue statement of a material fact, or an actual or alleged omission of a material fact, made copyrights in the registration statementLicensed Property used in accordance with the terms of this Agreement), prospectus design, patent, process, method or related selling materialdevice; (iv) Licensee's non- compliance with any applicable federal, provided, the statement state or omission does not relate to the Advisor local laws or its principals, was not made in reliance upon, and in conformity with, information or instructions furnished by the trading advisor, and does not result from a breach by the Advisor of with any representation, warranty or agreement relating to the offeringother applicable regulations; [*]. (c) Advisor With regard to Paragraph 8(b) above, Licensee agrees to indemnify Clientobtain, at its general partnerown expense, their respective employeesComprehensive Commercial General Liability Insurance, agents including product liability and affiliates contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than [*] per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least thirty (30) days in advance thereof. Such insurance shall at all lossestimes be primary and not contributory with any insurance carried by Licensor, claims, damages, liabilities, costs and expenses, arising under TWE or any of their affiliates. Further the federal securities laws, the Commodity Exchange Act, or the securities or Blue Sky law of any jurisdiction, in respect delivery of the offer policy or sale of units. This indemnification shall be made for liabilities resulting from a breach of any representationcertificate, warranty or agreement as provided in this Agreement or an actual or alleged misleading or untrue statement Paragraph 8(c) are material obligations of a material fact, or an actual or alleged omission of a material fact, made in the registration statement, prospectus or related selling material, provided, the statement or omission does relates to the Advisor or its principals, was made in reliance upon, and in conformity with, information or instructions furnished by the Advisor, and results from a breach by the Advisor of any representation, warranty or agreement relating to the offeringLicensee.