Common use of Limitation of Liability Clause in Contracts

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate It is expressly understood and reliable. Except as may otherwise be required agreed by the 1940 Act parties that (a) this document is executed and delivered by Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally, but solely as Owner Trustee of the rules thereunderIssuer, neither Administrator nor its shareholdersin the exercise of the powers and authority conferred and vested in it, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject pursuant to any liability for, or any damages, expenses or losses incurred by the Trust in connection withAgreement, any error or judgment(b) each of the representations, mistake of lawwarranties, any act or omission in connection with or arising out of any services rendered under or payments covenants, undertakings and agreements herein made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Xxxxx Fargo Delaware Trust Company, N.A. but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Xxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant either expressed or implied contained herein, all such persons liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) Xxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (e) under no circumstances shall Xxxxx Fargo Delaware Trust Company, N.A. be personally liable for the performance payment of any indebtedness or expenses of the duties Issuer or be liable for the breach or failure of Administrator any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or by reason of reckless disregard by under the Notes or any of such persons the other Transaction Documents or in any of the obligations and duties certificates, notices or agreements delivered pursuant thereto, as to all of Administrator under this Agreement. Further, in no event which recourse shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which had solely to the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent assets of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itIssuer.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by No Trustee, officer, employee or agent of the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Trust shall be subject to any liability forwhatsoever to any person in connection with Trust property or the affairs of the Trust, and no Trustee shall be responsible or liable in any damagesevent for any neglect or wrong-doing of any officer, expenses agent, employee, Manager or losses incurred by principal underwriter of the Trust in connection with, any error or judgment, mistake of law, any for the act or omission in connection with or arising out of any services rendered under other Trustee. For the sake of clarification and without limiting the foregoing, the appointment, designation or payments made pursuant to this Agreement identification of a Trustee as the chairman of the Board, the lead or assistant lead independent Trustee, a member or chairman of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert) or as having any other matter special appointment, designation or identification shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Nothing in this Agreement relatesDeclaration of Trust, except including without limitation anything in this Article VII, Section 2, shall protect any Trustee, officer, employee or agent of the Trust against any liabilities to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his, her or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, its office or in connection with, this agreement (regardless of whether a claim is based position with or on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent behalf of the Trust. Every note, shall be deemedbond, when rendering services to contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or acting on the Trustees or any business of the Trust (other than services or business them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall be conclusively deemed to have been issued, executed or business done only in connection or with Administrator’s duties hereunder) respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely on information reasonably believed The Sub-Adviser shall exercise its best judgment in rendering the services provided by it to be accurate and reliable. Except as may otherwise be required by under this Agreement; provided, however that the 1940 Act or the rules thereunderSub-Adviser, neither Administrator nor including its shareholders, officers, directors, employees, employees and agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall not be subject to any liability for, under this Agreement for any error of judgment or any damages, expenses loss arising out of any investment or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any other act or omission in connection with the course of, connected with, or arising out of any services service to be rendered under this Agreement, except by reason of willful misconduct, fraud, bad faith or payments made pursuant negligence in the performance or non-performance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser may have under U.S. securities laws. Sub-Adviser shall not be responsible for any loss incurred by reason of any act or omission of the Custodian or of any broker, dealer, underwriter or issuer selected by Sub-Adviser with reasonable care. The Adviser, including its officers, directors, employees and agents, shall not be subject to any liability under this Agreement for any error of judgment or any loss arising out of any investment or other matter act or omission in the course of, connected with, or arising out of any service to which be rendered under this Agreement relatesAgreement, except by reason of willful misfeasance, fraud, bad faith or gross negligence on the part of any such persons in the performance or non-performance of the Adviser’s duties of Administrator under this Agreement or hereunder; by reason of reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of such any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons of the obligations and duties of Administrator under this Agreement. Further, who act in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagesgood faith, and Administrator therefore nothing herein shall have no liability for in any incidental, indirect, consequential, special, way constitute a waiver or exemplary damages or losses limitation of any rights which the Fund Sub-Adviser may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one have under the control or direction of Administrator, even though paid by itU.S. securities laws.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by No Trustee, officer, employee or agent of the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Trust shall be subject to any liability forwhatsoever to any person in connection with Trust property or the affairs of the Trust, and no Trustee shall be responsible or liable in any damagesevent for any neglect or wrong-doing of any officer, expenses agent, employee, Manager or losses incurred by principal underwriter of the Trust in connection with, any error or judgment, mistake of law, any for the act or omission in connection with or arising out of any services rendered under other Trustee. For the sake of clarification and without limiting the foregoing, the appointment, designation or payments made pursuant to this Agreement identification of a Trustee as the chairman of the Board, the lead or assistant lead independent Trustee, a member or chairman of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert) or as having any other matter special appointment, designation or identification shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee’s rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Nothing in this Agreement relatesDeclaration of Trust, except including without limitation anything in this Article VII, Section 2, shall protect any Trustee, officer, employee or agent of the Trust against any liabilities to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his, her or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, its office or in connection with, this agreement (regardless of whether a claim is based position with or on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent behalf of the Trust. Every note, shall be deemedbond, when rendering services to contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or acting on the Trustees or any business of the Trust (other than services or business them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall be conclusively deemed to have been issued, executed or business done only in connection or with Administrator’s duties hereunder) respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely on information reasonably believed by it to A Trustee shall be accurate liable for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and reliablefor nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. Except as may otherwise The Trustees shall not be required by the 1940 Act responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any neglect or affiliates wrongdoing of any thereof officer, agent, employee, manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The appointment, designation or identification of a Trustee as an officer of the Trustees or of any committee of the Trustees, or as an expert with respect to certain matters (collectively, the including without limitation identification of a Trustee as an “Administrator Employeesaudit committee financial expert”) shall not impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of such appointment, designation or identification, and no Trustee who has special skills or expertise or who is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof or be limited in any way with respect to any right or privilege to which such person would otherwise be entitled as a Trustee hereunder, including without limitation the right of indemnification. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by ither office.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliableThe Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Except as may otherwise be required by Without limiting the 1940 Act or generality of the rules thereunderforegoing, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, a) the “Administrator Employees”) Administrative Agent shall not be subject to any liability forfiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated herein that the Administrative Agent is required to exercise in writing as directed by the Required Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in Section 9.9), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Applicant or any damages, expenses of its Subsidiaries that is communicated to or losses incurred obtained by the Trust bank serving as Administrative Agent or any of its Affiliates in connection withany capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in Section 9.9),) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Applicant or a Bank, and the Administrative Agent shall not be responsible for or have any error duty to ascertain or judgmentinquire into (i) any statement, mistake of law, any act warranty or omission representation made in or in connection with or arising out any Related Document, (ii) the contents of any services rendered under certificate, report or payments made pursuant to this Agreement other document delivered hereunder or in connection with any Related Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Related Document, (iv) the validity, enforceability, effectiveness or genuineness of any Related Document or any other matter to which this Agreement relatesagreement, except by reason of willful misfeasanceinstrument or document, bad faith or gross negligence on (v) the part satisfaction of any such persons condition set forth in the performance of the duties of Administrator under this Agreement Article III or by reason of reckless disregard by elsewhere in any of such persons of the obligations and duties of Administrator under this Agreement. FurtherRelated Document, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility to confirm receipt of such damages was known items expressly required to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services delivered to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itAdministrative Agent.

Limitation of Liability. Administrator The Adviser may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator the Adviser nor its shareholdersdirectors, officers, directorsemployees, employeesshareholders, agents, control persons or affiliates of any thereof (collectively, the “Administrator Adviser Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, with any error or of judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator the Adviser under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator the Adviser under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administratorthe Adviser, who may be or become an a trustee, officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s the Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administratorthe Adviser, even though paid by it. . The Adviser is responsible for any information that it provides to the Trust for inclusion in the prospectus and/or statement of additional information of the Fund. The Adviser agrees to defend and indemnify the Trust, and its trustees, officers and agent from and against any and all liability, losses, claims and damages arising from any inaccurate or incomplete statement provided by the Adviser (or its officers, employees, directors and agents) for inclusion in the Fund’s prospectus or statement of additional information. The Adviser agrees to defend and indemnify the Trust, and its trustees, officers and agent from and against any and all liability, losses, claims and damages arising from your willful misfeasance, bad faith or gross negligence on the Adviser’s part or the part of the Adviser’s officers, employees, directors and agents in the performance of the Adviser’s duties under this Agreement, or by reason of reckless disregard by any of such persons of the Adviser’s obligations and duties under this Agreement.

Limitation of Liability. Administrator may rely on information reasonably believed by it to Section 2. The Trustees shall not be accurate and reliable. Except as may otherwise be required by the 1940 Act responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any neglect or affiliates wrongdoing of any thereof (collectivelyofficer, agent, employee, investment adviser or manager, principal underwriter or custodian, nor shall any Trustee be responsible for the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to other Trustee. Nothing in this Agreement or Declaration of Trust shall protect any other matter Trustee against any liability to which this Agreement relates, except such Trustee would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement the office of Trustee. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by reason any officers or officer shall give notice that this Declaration of reckless disregard Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of such persons them or the Shareholders individually but are binding only upon the assets and property of the obligations and duties Trust or a particular series of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagesShares, and Administrator may contain such further recital as he or they may deem appropriate, but the omission thereof shall have no liability not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder individually. All persons extending credit to, contracting with or having any claim against the Trust or a particular series of Shares shall look only to the assets of the Trust or the assets of that particular series of Shares, as the case may be, for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust's officers, employees or agents, whether past, present or future, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itpersonally liable therefor.

Limitation of Liability. Administrator may rely on information reasonably believed by it to Provided they have exercised reasonable care in their selection, the Trustees shall not be accurate and reliable. Except as may otherwise be required by the 1940 Act responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any neglect or affiliates wrongdoing of any thereof (collectivelyofficer, the “Administrator Employees”) shall be subject to any liability foragent, employee or any damages, expenses or losses incurred by Adviser of the Trust in connection with, nor shall any error or judgment, mistake of law, any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Every note, bond, contract, instrument, certificate, share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or arising out of done only in their or his capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. The Trustees shall use their best efforts to ensure that every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance officers shall give notice of the duties existence of Administrator under this Trust Agreement and shall recite to the effect that the same was executed or made by reason or on behalf of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on by them as Trustees or officers, and not individually, and is not binding upon any business of them or the Shareholders individually, but is binding only upon the Trust property, or the assets of the Trust (other than services particular Series or business Class in connection with Administrator’s duties hereunder)question, as the case may be, but the omission thereof shall not operate to be rendering such services to bind any Trustee or acting solely for the Trust (other than services officer or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agentShareholder individually, or one under to subject the control assets of any Series or direction Class to the obligations of Administrator, even though paid by itany other Series or Class.

Limitation of Liability. Administrator The Adviser may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator the Adviser nor its shareholdersdirectors, officers, directorsemployees, employeesshareholders, agents, control persons or affiliates of any thereof (collectively, the “Administrator Adviser Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, with any error or of judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator the Adviser under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator the Adviser under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administratorthe Adviser, who may be or become an a trustee, officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s the Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administratorthe Adviser, even though paid by it. The Adviser is responsible for any information that it provides to the Trust for inclusion in the prospectus and/or statement of additional information of the Fund. The Adviser agrees to defend and indemnify the Trust, and its trustees, officers and agent from and against any and all liability, losses, claims and damages arising from any inaccurate or incomplete statement provided by the Adviser (or its officers, employees, directors and agents) for inclusion in the Fund’s prospectus or statement of additional information. The Adviser agrees to defend and indemnify the Trust, and its trustees, officers and agents from and against any and all liability, losses, claims and damages arising from your willful misfeasance, bad faith or gross negligence on the Adviser’s part or the part of the Adviser’s officers, employees, directors and agents in the performance of the Adviser’s duties under this Agreement, or by reason of reckless disregard by any of such persons of the Adviser’s obligations and duties under this Agreement.

Limitation of Liability. Administrator may rely (a) For the purpose of this Article, "Agent" means any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "Expenses" include without limitation attorneys' fees and any expenses of establishing a right to indemnification under this Article. (b) An Agent shall be liable to the Trust and to any Shareholder for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, for such Agent's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Agent (such conduct referred to herein as "Disqualifying Conduct"), and for nothing else. (c) Subject to subsection (b) of this Section 1 and to the fullest extent that limitations on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required the liability of Agents are permitted by the 1940 Act DSTA, the Agents shall not be responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any act or affiliates omission of any thereof other Agent of the Trust or any Investment Adviser or Principal Underwriter of the Trust. (collectivelyd) No Agent, when acting in its respective capacity as such, shall be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in subsections (b) and (c) of this Section 1, for any act, omission or obligation of the Trust or any Trustee thereof. (e) Each Trustee, officer and employee of the Trust shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by the Investment Adviser, the “Administrator Employees”) Principal Underwriter, any other Agent, selected dealers, accountants, appraisers or other experts or consultants, regardless of whether such counsel or expert may also be a Trustee, as to matters the Trustee, officer or employee of the Trust reasonably believes are within such Person's professional or expert competence. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, the By-Laws, applicable law and their respective duties as officers or Trustees. No such officer or Trustee shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, liable for any act or omission in connection accordance with such advice, records and/or reports and no inference concerning liability shall arise from a failure to follow such advice, records and/or reports. The officers and Trustees shall not be required to give any bond hereunder, nor any surety if a bond is required by applicable law. (f) The failure to make timely collection of dividends or arising out of any services rendered under interest, or payments made pursuant to this Agreement take timely action with respect to entitlements, on the Trust's securities issued in emerging countries, shall not be deemed to be negligence or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence fault on the part of any Agent, and no Agent shall have any liability for such persons failure or for any loss or damage resulting from the imposition by any government of exchange control restrictions which might affect the liquidity of the Trust's assets or from any war or political act of any foreign government to which such assets might be exposed, except, in the performance case of a Trustee or officer, for liability resulting from such Trustee's or officer's Disqualifying Conduct. (g) The limitation on liability contained in this Article applies to events occurring at the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether time a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, Person serves as an Agent whether or not such Person is an Agent at the likelihood time of any Proceeding in which liability is asserted. (h) No amendment or possibility repeal of this Article shall adversely affect any right or protection of an Agent that exists at the time of such damages was known to Administrator in advanceamendment or repeal. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itSection 2.

Limitation of Liability. Administrator may rely on information reasonably believed The Sub-Adviser shall exercise its best judgment in rendering the services provided by it to be accurate and reliable. Except as may otherwise be required by under this Agreement; provided, however, that the 1940 Act or the rules thereunderSub-Adviser, neither Administrator nor including its shareholders, officers, directors, employees, employees and agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall not be subject to any liability for, under this Agreement for any error of judgment or any damages, expenses loss arising out of any investment or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any other act or omission in connection with the course of, connected with, or arising out of any services service to be rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesAgreement, except by reason of willful misfeasance, fraud, bad faith or gross negligence on the part of any such persons in the performance or non-performance of the Sub-Adviser’s duties of Administrator under this Agreement or hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or by reason of any violation by the Sub-Adviser of such any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser may have under U.S. securities laws. The Sub-Adviser shall not be responsible for any loss incurred by reason of any act or omission of the obligations Custodian or of any broker, dealer, underwriter or issuer selected by the Sub-Adviser with reasonable care. The Adviser, including its officers, directors, employees and duties agents, shall not be subject to any liability under this Agreement for any error of Administrator judgment or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement. Further, except by reason of willful misfeasance, fraud, bad faith or negligence in no event shall Administrator be liable under any provision of, the performance or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent non-performance of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with AdministratorAdviser’s duties hereunder), to be rendering such services to or acting solely for ; by reason of reckless disregard by the Trust (other than services or business in connection with Administrator’s Adviser of its duties hereunder) ; or by reason of any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Sub-Adviser may have under U.S. securities laws. The Adviser shall not as a director, officer, employee, shareholder be responsible for any loss incurred by reason of any act or agent, or one under omission of the control or direction of Administrator, even though paid by itSub-Adviser.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate The obligations of Party B under this Agreement, and reliable. Except as may otherwise be required in respect of the Transaction evidenced by the 1940 Act Confirmation, are expressly limited to the extent of funds, if any, made available for such payment to Party B under, and in accordance with, the priorities of payments set forth in Sections 3.2 and 3.6 of the Intercreditor Agreement. No recourse under any obligation, covenant or agreement of Party B contained in this Agreement or the rules thereunderConfirmation shall be had against any incorporator, neither Administrator nor its shareholdersstockholder, agent, affiliate, officer, employee or trustee of Party B, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of Party B contained in this Agreement or the Confirmation are solely trust obligations of Party B and that no personal liability whatsoever shall attach to or be incurred by the incorporators, stockholders, agents, affiliates, officers, directorsemployees or trustees of Party B, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability foras such, or any damagesof them, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of the obligations, covenants or agreements of Party B contained in this Agreement or the Confirmation and that any and all personal liability of every such persons incorporator, stockholder, agent, affiliate, officer, employee or trustee of the obligations and duties Party B for breaches by Party B of Administrator under this Agreement. Furtherany such obligation, in no event shall Administrator be liable under any provision ofcovenant or agreement, which liability may arise either at common law or in connection withat equity, this agreement (regardless of whether a claim is based on contract, tortby statute or constitution, or otherwise) , is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided, however, that nothing in this paragraph shall relieve any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trustforegoing persons from any liability which any such person may otherwise have for his/her or its gross negligence or willful misconduct or, shall be deemed, when rendering services with respect to the Trust handling or acting on any business transfer of the Trust (other than services or business in connection with Administrator’s duties hereunder)funds, to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itordinary negligence.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate (a) It is expressly understood and reliable. Except as may otherwise be required agreed by the 1940 Act parties that (a) this document is executed and delivered by Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally, but solely as Owner Trustee of the rules thereunderIssuer, neither Administrator nor its shareholdersin the exercise of the powers and authority conferred and vested in it, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject pursuant to any liability for, or any damages, expenses or losses incurred by the Trust in connection withAgreement, any error or judgment(b) each of the representations, mistake of lawwarranties, any act or omission in connection with or arising out of any services rendered under or payments covenants, undertakings and agreements herein made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Xxxxx Fargo Delaware Trust Company, N.A., but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Xxxxx Fargo Delaware Trust Company, N.A., individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such persons liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) Xxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or any other Person in this Agreement or in the performance Purchase Agreement and (e) under no circumstances shall Xxxxx Fargo Delaware Trust Company, N.A. be personally liable for the payment of any indebtedness or expenses of the duties Issuer or be liable for the breach or failure of Administrator any obligation, duty (inlcuding fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Agreement or by reason of reckless disregard by under the Notes or any of such persons the other Transaction Documents or in any of the obligations and duties certificates, notices or agreements delivered pursuant thereto, as to all of Administrator under this Agreement. Further, in no event which recourse shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which had solely to the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent assets of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itIssuer.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate It is expressly understood and reliable. Except as may otherwise be required agreed by the 1940 Act parties hereto that (a) this Agreement is acknowledged and accepted by First Union Trust Company, National Association ("First Union"), not individually or personally but solely as Delaware Trustee on behalf of the rules thereunderNote Issuer, neither Administrator nor its shareholdersand by Xxxxxx Trust and Savings Bank ("Xxxxxx"), officersnot individually or personally but solely as Indenture Trustee on behalf of the Holders, directorsin each case in the exercise of the powers and authority conferred and vested in it, employees(b) the representations, agentsundertakings and agreements herein made by the Delaware Trustee on behalf of the Note Issuer, control persons or affiliates and by the Indenture Trustee on behalf of any thereof the Holders, are made and intended not as personal representations, undertakings and agreements by First Union and Xxxxxx, respectively, but are made and intended for the purpose of binding only the Note Issuer and the Holders, respectively, (collectively, the “Administrator Employees”c) nothing herein contained shall be subject to construed as creating any liability foron First Union or Xxxxxx, individually or personally, to perform any damagescovenant either expressed or implied contained herein, expenses or losses incurred except in their respective capacities as Delaware Trustee and Indenture Trustee, all such liability, if any, being expressly waived by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant parties who are signatories to this Agreement and by any Person claiming by, through or under such parties and (d) under no circumstances shall First Union or Xxxxxx, be personally liable for the payment of any other matter to which indebtedness or expenses of the Note Issuer or the Holders, respectively, or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Delaware Trustee or the Indenture Trustee, respectively, under this Agreement relatesAgreement; PROVIDED, except HOWEVER, that this provision shall not protect First Union or Xxxxxx against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence on the part of any such persons in the performance of the their respective duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator Neither Member nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Global Direct shall be subject liable for failure to provide the Services if such failure is due to any liability forcause or condition beyond such party's reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond such party's control. The liability of Global Direct and Member for any damagesloss hereunder, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or including but not limited to damages arising out of any services rendered under malfunction of the equipment or payments made pursuant the failure of the equipment to this Agreement operate, the unavailability or malfunction of the Services, personal injury, or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one (1) month's average charge paid by Merchant hereunder (exclusive of interchange fees, assessments, and any other matter fees or costs that are imposed by a third party in connection with Merchant’s payment processing) for Services during the previous twelve (12) months or such lesser number of months as shall have elapsed subsequent to which this Agreement relates, except by reason the effective date of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. FurtherThis shall be the extent of Global's and Member's liability in the event of any alleged default by Global Direct or Member arising out of or relating in any way to this Agreement, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable action may be brought against Global Direct or Member, whether contract, tort or otherwise, and the foregoing shall constitute Merchant's exclusive remedy. Under no circumstances shall Global Direct or Member be liable for any lost profits, lost interest, or for special, consequential, punitive or exemplary damages, including but not limited to, damages arising out of placement of a Merchant's name on any terminated merchant list for any reason, even if Global Direct or Member has been advised of the possibility of such damages. It is agreed that in no event shall Administrator will Global Direct or Member be liable under for any provision ofclaim, loss, billing error, damage, or expense caused by Global Direct's or Member's performance or failure to perform hereunder which is not reported in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility writing to Global Direct by Merchant within 60 days of such damages was known failure to Administrator perform or, in advance. Any personthe event of a billing error, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent within 90 days of the Trust, shall be deemed, when rendering services to the Trust or acting on any business date of the Trust (other than services invoice or business in connection with Administrator’s duties hereunder), to be rendering applicable statement. Merchant expressly waives any such services to or acting solely for claim that is not brought within the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by ittime periods stated herein.

Limitation of Liability. Administrator may rely on information reasonably believed by it to Section 2. The Trustees shall not be accurate and reliable. Except as may otherwise be required by the 1940 Act responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any neglect or affiliates wrongdoing of any thereof (collectivelyofficer, agent, employee, investment advisor or manager, principal underwriter or custodian, nor shall any Trustee be responsible for the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to other Trustee. Nothing in this Agreement or Declaration of Trust shall protect any other matter Trustee against any liability to which this Agreement relates, except such Trustee would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement the office of Trustee. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustee or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by reason any officers or officer shall give notice that this Declaration of reckless disregard Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of such persons them or the Shareholders individually but are binding only upon the assets and property of the obligations and duties Trust or a particular series of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagesShares, and Administrator may contain such further recital as he or they may deem appropriate, but the omission thereof shall have no liability not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder individually. All persons extending credit to, contracting with or having any claim against the Trust or a particular series of Shares shall look only to the assets of the Trust or the assets of that particular series of Shares, as the case may be, for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust's officers, employees or agents, whether past, present or future, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itpersonally liable therefor.

Limitation of Liability. Administrator may rely on information reasonably believed The debts, obligations, and liabilities of the Company or if there exist one or more Series, then the debts, obligations, and liabilities solely of such Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company or that Series respectively, and no Shareholder, Director, investment adviser, officer or agent of the Company or Series shall be obligated personally for any such debt, obligation or liability of the Company or Series, respectively, solely by it reason of being a Shareholder, Director, investment adviser, officer and/or agent of the Company or such Series. No Shareholder shall be liable to be accurate and reliable. Except the Company or to any other Shareholder to restore any deficit balance in its Book Capital Account relating to any Series or Class (except in either case as may otherwise be required by the 1940 Act Delaware Act) or to reimburse any other Shareholder for any portion of such other Shareholder's investment in the rules thereunder, neither Administrator Company or any Series or Class. Neither a Director nor its shareholders, officers, directors, employees, agents, control persons or affiliates an officer of any thereof (collectively, the “Administrator Employees”) Company when acting in such capacity shall be subject personally liable to any liability forPerson other than the Company or a Shareholder to the extent provided in this Agreement for any act, omission, or any damages, expenses or losses incurred by obligation of the Trust in connection withCompany, any error Director or judgment, mistake any officer of law, the Company. Neither a Director nor an officer of the Company shall be liable for any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter conduct whatsoever in his capacity as Director or officer of the Company, provided that nothing contained herein or in the Delaware Act shall protect any Director or any officer of the Company against any liability to the Company or to Shareholders to which this Agreement relates, except he would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator the office of Director or officer hereunder. All Persons extending credit to, contracting with or having any claim against the Company or any Series shall look only to the assets of the Company or Series that such Person extended credit to, contracted with, or has a claim against for payment under this Agreement such credit, contract, or by reason of reckless disregard by claim; and neither the Directors nor the Shareholders nor any of such persons of the obligations and duties of Administrator under this Agreement. FurtherCompany's officers, in no event shall Administrator be liable under any provision ofemployees, or in connection withagents, this agreement (regardless of whether a claim is based on contractpast, tortpresent, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trustfuture, shall be deemedpersonally liable therefore. Every note, when rendering services bond, contract or other undertaking issued by the Company on its own behalf or on behalf of any one or more Series shall include a recitation limiting the obligation represented thereby to the Trust Company or acting on to such Series and its or their assets (but the omission of such a recitation shall not operate to bind any business Shareholder or Director of the Trust (other than services or business in connection with Administrator’s duties hereunderCompany), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed by it to (a) Neither the Borrower, nor any past, present or future member in or manager of Borrower, nor any owner of any direct or indirect Equity Interests in the Borrower, shall be accurate and reliable. Except as may otherwise be required personally liable for payments due hereunder or under any other Loan Document or for the performance of any obligation of the Borrower hereunder or thereunder, or breach of any representation or warranty made by the 1940 Act Borrower hereunder or thereunder. Notwithstanding the foregoing provisions of this Section 14.23(a), the Borrower shall be personally (and on a full recourse basis) liable for and shall protect, indemnify and defend the Administrative Agent and the Lenders from and against, and shall hold the Administrative Agent and the Lenders harmless of, from and against any deficiency, liability, loss, damage, costs, and expenses (including legal fees and disbursements) suffered by the Administrative Agent and/or the Lenders and caused by, or related to or as a result of any of the following: (i) the commission of a criminal act by or on behalf of the Borrower, (ii) fraud, intentional misrepresentation or intentionally inaccurate certification made at any time in connection with the Loan Documents or the rules thereunderLoans by or on behalf of the Borrower; (iii) misapplication or misappropriation of cash flow or other revenue derived from or in respect of the Projects, neither Administrator including security deposits, Insurance Proceeds, Condemnation Awards, or any rental, sales or other income derived directly or indirectly from the Projects in violation of the Loan Documents by or on behalf of the Borrower; and/or (iv) intentional or bad faith commission of waste to or of the Projects or any portion thereof by or on behalf of the Borrower. In addition, the Borrower (but not any past, present or future member in or manager of Borrower, nor its shareholders, officers, directors, employees, agents, control persons or affiliates any owner of any thereof (collectively, direct or indirect Equity Interests in the “Administrator Employees”Borrower) shall be subject to personally (and on a full recourse basis) liable for and shall protect, indemnify and defend the Administrative Agent and the Lenders from and against, and shall hold the Administrative Agent and the Lenders harmless of, from and against any liability fordeficiency, liability, loss, damage, costs, and expenses (including legal fees and disbursements) suffered by the Administrative Agent and/or the Lenders and caused by, or any damages, expenses related to or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out as a result of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement following: (A) voluntary bankruptcy or by reason of reckless disregard by any of such persons collusion in an involuntary bankruptcy of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, Borrower by or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent behalf of the TrustBorrower, shall be deemed(B) any violation of Section 8.11(a) or resulting from a failure to perform under the Environmental Indemnity, when rendering services to the Trust and/or (C) interference with foreclosure following an Event of Default by or acting on any business behalf of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itBorrower.

Limitation of Liability. Administrator may rely on information reasonably believed by it A Trustee, when acting in such capacity, shall not be personally liable to be accurate and reliable. Except as may any Person, other than the Trust or a Shareholder to the extent provided in this Article VIII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee; provided, however, that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to any Shareholder to which he would otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith faith, gross negligence, or gross negligence on the part of any such persons in the performance reckless disregard of the duties involved in the conduct of Administrator the office of the Trustee hereunder. All persons extending credit to, contracting with or having any claim against the Trust or a particular Series shall look only to the assets of the Trust or such Series for payment under this Agreement such contract or by reason of reckless disregard by claim; and neither the Trustees nor any of such persons of the obligations and duties of Administrator under this Agreement. FurtherTrust's officers, in no event shall Administrator be liable under any provision of, employees or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or sufferagents, whether past, present or not future, shall be personally liable therefor. Provided they have exercised reasonable care and have acted under the likelihood or possibility of such damages was known to Administrator reasonable belief that their actions are in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent the best interest of the Trust, the Trustees and officers of the Trust shall not be deemedresponsible or liable for any act or omission or for neglect or wrongdoing of them or any officer, when rendering services agent, employee, Manager, or Principal Underwriter of the Trust, but nothing contained in this Declaration of Trust or in the Delaware Act shall protect any Trustee or officer of the Trust against liability to the Trust or acting to Shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on any business behalf of the Trust (other than services or business the Trustees by any of them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall conclusively be deemed to have been executed or business done only in connection or with Administrator’s duties hereunder) respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely on information reasonably believed by it All Persons extending credit to, contracting with or having any claim against the Trust or a particular Series shall look only to be accurate the assets of the Trust or any applicable Series that such Person extended credit to, contracted with or has a claim against, for payment under such contract or claim; and reliable. Except as may otherwise be required by neither the 1940 Act or Trustees nor the rules thereunderShareholders, neither Administrator nor its shareholdersnor, when acting in such capacity, any of the Trust’s officers, directors, employees, employees or agents, control persons whether past, present or affiliates of any thereof (collectivelyfuture, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by personally liable therefor. The Trustees and officers of the Trust in connection with, any error shall not be responsible or judgment, mistake of law, liable for any act or omission in connection with omission, errors of judgment, mistakes of fact or arising out law, or for neglect or wrongdoing of any services rendered under or payments made pursuant to this Agreement them or any other matter officer, agent, employee, investment advisor or independent contractor of the Trust, but nothing contained in this Trust Instrument or in the Delaware Act shall protect any Trustee or officer of the Trust against liability to the Trust or to Shareholders to which this Agreement relates, except he or she would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees’ discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on the part liability of the Trust and the Series exists and such note, bond, contract, instrument, certificate or undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by a Trustee or Trustees in such capacity and not individually or by an officer or officers in such capacity and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such persons in the performance of the duties of Administrator under this Agreement notice or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, recital shall in no event shall Administrator be liable under way operate to bind any provision ofTrustees, officers or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itShareholders individually.

Limitation of Liability. Administrator Neither the Administrative Agent nor any of its directors, officers, employees, attorneys or agents shall be liable for any action taken or omitted by it or them hereunder, or in connection herewith, (i) with the consent or at the request of the Majority Lenders, or (ii) in the absence of its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (t) except as expressly set forth herein, shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity, (u) may rely on information reasonably treat the payee with respect to any Loan as the proper payee thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (v) may consult with legal counsel (including Counsel for the Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (w) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement; (x) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, or to inspect the Property (including the books and records) of the Company; (y) shall not be responsible to any Lender for the due execution, legality, validity, enforceability and genuineness of this Agreement, or any other instrument or document furnished pursuant hereto; and (z) shall incur no liability under or in respect of this Agreement by acting upon any notice or consent (whether oral or written and whether by telephone, telegram, cable or telex), certificate or other instrument or writing (which may be by telegram, cable or telex) believed by it to be accurate genuine and reliable. Except as may otherwise be required communicated, signed or sent by the 1940 Act proper Person or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itPersons.

Limitation of Liability. Administrator may rely on information reasonably believed by it to SECTION 2. The Trustees shall not be accurate and reliable. Except as may otherwise be required by the 1940 Act responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any neglect or affiliates wrongdoing of any thereof (collectivelyofficer, agent, employee, investment advisor or manager, principal underwriter or custodian, nor shall any Trustee be responsible for the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to other Trustee. Nothing in this Agreement or Declaration of Trust shall protect any other matter Trustee against any liability to which this Agreement relates, except such Trustee would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement the office of Trustee. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustee or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by reason any officers or officer shall give notice that this Declaration of reckless disregard Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of such persons them or the Shareholders individually but are binding only upon the assets and property of the obligations and duties Trust or a particular series of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagesShares, and Administrator may contain such further recital as he or they may deem appropriate, but the omission thereof shall have no liability not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder individually. All persons extending credit to, contracting with or having any claim against the Trust or a particular series of Shares shall look only to the assets of the Trust or the assets of that particular series of Shares, as the case may be, for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust's officers, employees or agents, whether past, present or future, shall be deemedpersonally liable therefor. TRUSTEES' GOOD FAITH ACTION, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder)EXPERT ADVICE, to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.NO BOND OR SURETY -------------------------------------------------------------

Limitation of Liability. The duties of the Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject confined to any liability for, those expressly set forth herein and no implied duties are assumed by or any damages, expenses or losses incurred by may be asserted against the Trust in connection with, Administrator hereunder. The Administrator shall not be liable for any error of judgment or judgment, mistake of law, or for any loss arising out of any investment or for any act or omission in connection with or arising carrying out its duties hereunder, except (i) a loss resulting from the Administrator's negligence in the performance of its duties (and not the negligence of the Trusts), provided that any services rendered such liability resulting from the Administrator's negligence in the performance of its duties shall under or payments no circumstances exceed Five Million Dollars ($5,000,000) annually hereunder on a claims made pursuant to basis from the date of this Agreement, provided further that a loss resulting from the Administrator's negligence (and not the negligence of the Trusts) during the term of this Agreement or any other matter to which may be asserted after the termination of this Agreement, but not more than one (1) year after the termination date of this Agreement relatesand under no circumstances shall any such liability for any such claims asserted within such one year period from the termination date of this Agreement exceed Five Million Dollars ($5,000,000), except by reason of willful misfeasanceor (ii) a loss resulting from the Administrator's gross negligence, bad faith or gross willful misconduct (and not the negligence on of the part Trusts) (As used in this Article 5, the term "Administrator" shall include Trustees, officers, employees and other agents of the Administrator as well as that entity itself.). Trust shall indemnify and hold the Administrator 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 Administrator in carrying out its duties hereunder or as a result of the Administrator acting upon any instructions of any authorized officer of the investment advisor or of the Trust, provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the negligence, bad faith or willful misconduct of the Administrator, its officers, employees, or authorized agents. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the indemnified party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question. In no event and under no circumstances shall either party to this Agreement be liable to anyone, including, without limitation, the other party, for consequential, indirect, punitive or special damages for any act or failure to act under any provision of this Agreement even, if advised of the possibility thereof. Trust 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 Trust elects to assume the defense of any such persons claim, the defense shall be conducted by counsel chosen by Trust. In the event that Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. The Administrator may apply to Trust at any time for instructions and may consult counsel for Trust or with accountants, counsel and other experts with known industry experience with respect to any matter arising in connection with the performance Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of counsel, accountants or other experts. Also, the duties of Administrator under this Agreement shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed by the proper person or by reason of reckless disregard by any of such persons of persons. Nor shall the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under held to have notice of any provision of, or in connection with, this agreement (regardless change of whether a claim is based on contract, tort, or otherwise) for authority of any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trusteeofficers, employee or agent of the Trust until receipt of written notice thereof from Trust, . Nothing herein shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely make Administrator liable for the Trust (other than services performance or business in connection with omissions of unaffiliated third parties not under Administrator’s duties hereunder) 's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services, excluding any third-parties who have been sub-contracted by the Administrator to perform services hereunder, as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itprovided for in Article 2.

Limitation of Liability. Administrator may rely on information reasonably believed The Sub-Adviser shall exercise its best judgment in rendering the services provided by it to be accurate under this Agreement; provided, however that the Sub-Adviser and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunderits affiliates, neither Administrator nor its shareholders, including their officers, directors, employees, employees and agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall not be subject to any liability for, under this Agreement for any error of judgment or any damages, expenses loss arising out of any investment or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any other act or omission in connection with the course of, connected with, or arising out of any services service to be rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesAgreement, except by reason of willful misfeasance, fraud, bad faith or gross negligence on the part of any such persons in the performance or non-performance of the Sub-Adviser’s duties of Administrator under this Agreement or hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of such any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser may have under U.S. securities laws. Sub-Adviser shall not be responsible for any loss incurred by reason of any act or omission of the obligations Custodian or of any broker, dealer, underwriter or issuer selected by Sub-Adviser with reasonable care. The Adviser and duties its affiliates, including their officers, directors, employees and agents, shall not be subject to any liability under this Agreement for any error of Administrator judgment or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement. Further, except by reason of willful misfeasance, fraud, bad faith or negligence in no event shall Administrator be liable under any provision of, the performance or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent non-performance of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with AdministratorAdviser’s duties hereunder), to be rendering such services to or acting solely for ; by reason of reckless disregard by the Trust (other than services or business in connection with Administrator’s Adviser of its duties hereunder) ; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and not as therefore nothing herein shall in any way constitute a director, officer, employee, shareholder waiver or agent, or one limitation of any rights which the Sub-Adviser may have under the control or direction of Administrator, even though paid by itU.S. securities laws.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator Neither FPC nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Representatives shall be subject liable to any liability for, the Company or any damagesof its Affiliates for any loss, expenses liability, damage or losses incurred by the Trust in connection with, any error expense arising out of or judgment, mistake of law, any act or omission in connection with the performance of Services contemplated by this Agreement, unless such loss, liability, damage or arising out of any services rendered under or payments made pursuant expense shall be proven to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or result directly from gross negligence or willful misconduct on the part of FPC or its Representatives acting within the scope of such person’s employment or authority. Except as FPC may otherwise agree in writing after the date hereof (i) FPC and its Representatives shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly do business with any such persons in the performance client or customer of any of the duties Company or any of Administrator under this Agreement its Affiliates, (ii) neither FPC nor its Representatives shall be liable to the Company or any of its Affiliates for breach of any duty (contractual or otherwise) by reason of reckless disregard by any such activities of or of such person’s participation therein, and (iii) in the event that FPC or its Representatives acquire knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of such persons of its Affiliates, on the obligations one hand, and duties of Administrator under this Agreement. FurtherFPC or its Representatives, in no event shall Administrator be liable under any provision ofon the other hand, or in connection withany other person, this agreement FPC and its Representatives shall have no duty (regardless of whether a claim is based on contract, tort, contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Affiliates and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Affiliates for breach of any duty (contractual or otherwise) by reasons of the fact that the FPC or its Representatives directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company or any of its Affiliates. In no event will any of the parties hereto be liable to any other party hereto for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, incidental or exemplary damages consequential damages, including lost profits or losses which the Fund may incur or suffersavings, whether or not the likelihood or possibility of such damages was known are foreseeable, or in respect of any liabilities relating to Administrator any third party claims (whether based in advance. Any personcontract, even though also a director, officer, employee, shareholder tort or agent of Administrator, who may be or become an officer, trustee, employee or agent of otherwise) other than the Trust, shall be deemed, when rendering services Claims (as defined in Section 7) relating to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), Services to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties provided hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed by it Subject to be accurate and reliable. Except as may otherwise be required by the 1940 Act or terms of the rules thereunderJoinder of Capital Hotel Investments, LLC, a Delaware limited liability company, attached hereto, neither Administrator Seller nor its shareholdersany present or future direct or indirect partner, officersmember, directorsmanager, employeesdirector, agentsofficer, control persons shareholder, employee, advisor, affiliate or affiliates agent of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, Seller or any damagesaffiliate of such parties shall have any personal liability, expenses directly or losses incurred by the Trust in connection withindirectly, any error under or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any agreement made or entered into under or in connection with the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser, on its behalf and on behalf of its successors and assigns and, without limitation, all other matter Persons, shall look solely to which this Agreement relates, except by reason the assets of willful misfeasance, bad faith or gross negligence on Seller for the part payment of any claim or for any performance, and Purchaser hereby waives any and all such persons personal liability. For purposes of this Section 12.17, no negative capital account or any contribution or payment obligation of any present or future direct or indirect partner, member, manager, director, officer or shareholder of Seller in the performance Seller shall constitute an asset of the duties Seller. The limitations of Administrator under liability contained herein are in addition to, and not in limitation of, any limitation on liability applicable to Seller provided elsewhere in this Agreement or by reason of reckless disregard law or by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on other contract, tortagreement or instrument. Neither Purchaser nor any present or future direct or indirect partner, or otherwise) for any damages other than actual and direct damagesmember, and Administrator shall have no liability for any incidentalmanager, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, shareholder, employee, shareholder advisor, affiliate or agent of AdministratorPurchaser or any affiliate of such parties shall have any personal liability, who may be directly or become an officerindirectly, trustee, employee under or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to this Agreement or acting solely for the Trust (other than services any agreement made or business entered into under or in connection with Administrator’s duties hereunder) the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Seller, on its behalf and on behalf of its successors and assigns and, without limitation, all other Persons, shall look solely to the assets of Purchaser for the payment of any claim or for any performance, and Seller hereby waives any and all such personal liability. For purposes of this Section 12.18, no negative capital account or any contribution or payment obligation of any present or future direct or indirect partner, member, manager, director, officer or shareholder of Purchaser in Purchaser shall constitute an asset of Purchaser. The limitations of liability contained herein are in addition to, and not as a directorin limitation of, officerany limitation on liability applicable to Purchaser provided elsewhere in this Agreement or by law or by any other contract, employee, shareholder agreement or agent, or one under the control or direction of Administrator, even though paid by itinstrument.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliableThe Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Except as may otherwise be required by Without limiting the 1940 Act or generality of the rules thereunderforegoing, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, a) the “Administrator Employees”) Administrative Agent shall not be subject to any liability forfiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated herein that the Administrative Agent is required to exercise in writing as directed by the Required Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in Section 8.9), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Applicant or any damages, expenses of its Subsidiaries that is communicated to or losses incurred obtained by the Trust bank serving as Administrative Agent or any of its Affiliates in connection withany capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in Section 8.9),) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Applicant or a Bank, and the Administrative Agent shall not be responsible for or have any error duty to ascertain or judgmentinquire into (i) any statement, mistake of law, any act warranty or omission representation made in or in connection with or arising out any Related Document, (ii) the contents of any services rendered under certificate, report or payments made pursuant to this Agreement other document delivered hereunder or in connection with any Related Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Related Document, (iv) the validity, enforceability, effectiveness or genuineness of any Related Document or any other matter to which this Agreement relatesagreement, except by reason of willful misfeasanceinstrument or document, bad faith or gross negligence on (v) the part satisfaction of any such persons condition set forth in the performance of the duties of Administrator under this Agreement Article III or by reason of reckless disregard by elsewhere in any of such persons of the obligations and duties of Administrator under this Agreement. FurtherRelated Document, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility to confirm receipt of such damages was known items expressly required to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services delivered to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itAdministrative Agent.

Limitation of Liability. Administrator may rely on information reasonably believed by it to Section 2. The Trustees shall not be accurate and reliable. Except as may otherwise be required by the 1940 Act responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any neglect or affiliates wrongdoing of any thereof (collectivelyofficer, agent, employee, investment advisor or manager, principal underwriter or custodian, nor shall any Trustee be responsible for the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to other Trustee. Nothing in this Agreement or Declaration of Trust shall protect any other matter Trustee against any liability to which this Agreement relates, except such Trustee would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement the office of Trustee. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by reason any officers or officer shall give notice that this Declaration of reckless disregard Trust is on file with the Secretary of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of such persons them or the Shareholders individually but are binding only upon the assets and property of the obligations and duties Trust or a particular Series of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagesShares, and Administrator may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall have no liability not operate to bind any Trustees or Trustee or officers or officer of Shareholders or Shareholder individually. All persons extending credit to, contracting with or having any claim against the Trust or a particular Series of Shares shall look only to the assets of the Trust or the assets of that particular Series of Shares, as the case may be, for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust's officers, employees or agents, whether past present or future, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itpersonally liable therefor.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliableThe Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Except as may otherwise be required by Without limiting the 1940 Act or generality of the rules thereunderforegoing, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, a) the “Administrator Employees”) Administrative Agent shall not be subject to any liability forfiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated herein that the Administrative Agent is required to exercise in writing as directed by the Required Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in Section 8.9), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Applicant or any damages, expenses of its Subsidiaries that is communicated to or losses incurred obtained by the Trust bank serving as Administrative Agent or any of its Affiliates in connection withany capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in Section 8.9),) or in the absence of its own gross negligence or willful misconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any error Event of Default unless and until written notice thereof is given to the Administrative Agent by the Applicant or judgmenta Bank, mistake of lawand the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, any act warranty or omission representation made in or in connection with or arising out any Related Document, (ii) the contents of any services rendered under certificate, report or payments made pursuant to this Agreement other document delivered hereunder or in connection with any Related Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Related Document, (iv) the validity, enforceability, effectiveness or genuineness of any Related Document or any other matter to which this Agreement relatesagreement, except by reason of willful misfeasanceinstrument or document, bad faith or gross negligence on (v) the part satisfaction of any such persons condition set forth in the performance of the duties of Administrator under this Agreement Article III or by reason of reckless disregard by elsewhere in any of such persons of the obligations and duties of Administrator under this Agreement. FurtherRelated Document, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility to confirm receipt of such damages was known items expressly required to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services delivered to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itAdministrative Agent.

Limitation of Liability. Administrator Except with respect to any claim arising out of the willful misconduct or gross negligence of any Conduit, the Agents or any Committed Lender, no claim may rely on information reasonably believed be made by it to be accurate and reliable. Except as may otherwise be required by any Loan Party or any other Person against any Conduit, the 1940 Act Agents or the rules thereunderany Committed Lender or their respective Affiliates, neither Administrator nor its shareholdersdirectors, officers, directors, employees, agentsattorneys or agents for any special, control persons indirect, consequential or affiliates punitive damages in respect of any thereof (collectively, claim for breach of contract or any other theory of liability arising out of or related to the “Administrator Employees”) shall be subject to any liability fortransactions contemplated by this Agreement, or any damagesact, expenses omission or losses incurred by the Trust event occurring in connection withtherewith; and each Loan Party hereby waives, releases, and agrees not to xxx upon any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of claim for any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not accrued and whether or not known or suspected to exist in its favor. The obligations of each Conduit under this Agreement shall be payable solely out of the likelihood or possibility funds of such damages was known Conduit available for such purpose after paying or making provision for the payment of its Commercial Paper notes. Each of the other parties hereto agrees that it will not have a claim against any Conduit if and to Administrator the extent that any payment obligations owed to it by such Conduit exceeds the amount available to such Conduit to pay such amount (after paying or making provision for the payment of its Commercial Paper notes) and any such payment obligation will accordingly be extinguished to the extent of any shortfall. The obligations of each Conduit under this Agreement shall be solely the corporate obligations of such Conduit. No recourse shall be had for the payment of any amount owing in advance. Any personrespect of this Agreement or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against any Agent, even though also a directorany Affiliate of any of the foregoing, or any stockholder, employee, officer, employeedirector, shareholder incorporator or agent beneficial owner of Administrator, who may be or become an officer, trustee, employee or agent any of the Trust, foregoing. The agreements provided in Section 14.6 and Section 14.7 shall be deemed, when rendering services to the Trust or acting on any business survive termination of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itthis Agreement.

Limitation of Liability. Administrator may rely on information reasonably believed To the fullest extent permitted by it to be accurate law, the Administrator, its members and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, their respective officers, directorsmanagers, partners, agents, employees, agentscontrolling persons, control persons members, and any other person or affiliates entity affiliated with any of any thereof them (collectively, the “Indemnified Parties”), shall not be liable to the Company for any action taken or omitted to be taken by the Administrator Employees”) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company, except as otherwise provided herein, and the Company shall, to the fullest extent permitted by law, indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including the Indemnified Parties (each of whom shall be subject to any liability for, or any deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses or losses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Trust Indemnified Parties in connection withor by reason of any pending, any error threatened or judgmentcompleted action, mistake suit, investigation or other proceeding (including an action or suit by or in the right of law, any act the Company or omission in connection with or its security holders) arising out of or otherwise based upon the performance of any services rendered of the Administrator’s duties or obligations under or payments made pursuant to this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Section 4.1 to the contrary and in accordance with Section 17(i) of the Investment Company Act, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any other matter liability to the Company or its security holders to which this Agreement relates, except the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the Administrator’s duties of Administrator under this Agreement or by reason of the reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunderand obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed To the fullest extent permitted by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunderlaw, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) a Trustee shall be subject liable to the Trust and to any liability for, Shareholder solely for his or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of her own willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his or her office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager, adviser, sub-adviser or Principal Underwriter of the Trust. All Persons extending credit to, contracting with or having any claim against the Trust shall look only to the assets of the Trust that such Person extended credit to, contracted with or has a claim against, and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by reason or on behalf of reckless disregard the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such persons Trustee or Trustees shall not be personally liable thereon. At the Trustees’ discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by a Trustee or Trustees in such capacity and not individually or by an officer or officers in such capacity and not individually and that the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder instrument are not binding upon any of them or agent of Administrator, who may be or become an officer, trustee, employee or agent the Shareholders individually but are binding only on the assets and property of the Trust, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such notice or recital shall be deemedin no way operate to bind any Trustees, when rendering services to the Trust officers or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itShareholders individually.

Limitation of Liability. Administrator may rely on information reasonably believed by it The Supplier disclaims all warranties, express or implied, with respect to be accurate and reliablethe services provided to the Subscriber. Except as may otherwise be required by in the 1940 Act case of gross negligence or intentional fault, the rules thereunderSupplier, neither Administrator nor its shareholdersdirectors, officers, employees, representatives, agents or suppliers are not liable for any damages, costs and financial loss such as the breakage or loss of data, that the Subscriber or any user of the Service may suffer, directly or indirectly, for any reason whatsoever, including due to any interruption or malfunction of access to the Internet. Without limiting the foregoing, the Supplier, its directors, officers, employees, representatives, agents or suppliers are not liable for material damage (including that relating to software) resulting from a change to the software configuration. , a computer virus, the content, the use, the validity or the quality of the services provided via the Internet, an Internet network failure, the loss or destruction of data by intrusion or otherwise or the unauthorized interception of communications or delays in their transmission or receipt. Likewise, they are in no way responsible to the Subscriber or third parties for any loss or expense (including attorneys' fees) relating to any allegation, claim, suit or other proceeding based on the claim that the use of the Service by the Subscriber or a third party violates the intellectual property rights or contractual rights of third parties. The Supplier, its directors, officers, employees, agents, control persons agents or affiliates of suppliers can not be held liable for any thereof (collectivelycontent that is offensive or offensive to certain information circulating on the Internet or that does not comply with applicable laws; network on which the Supplier, its directors, officers, employees, representatives, agents or suppliers have no control. In addition, the “Administrator Employees”) shall be subject to any liability forSupplier, its directors, officers, employees, representatives, agents or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, suppliers are not responsible for any act or omission in connection with of a telecommunications company whose facilities serve to establish links to points that the Supplier does not serve. directly, any defamation or infringement arising out from the material transmitted or received through the Supplier's facilities, any infringement of patents arising from the association or use of the facilities provided by the Subscriber and the facilities of the Supplier. Should the Supplier, its directors, officers, employees, representatives, agents or suppliers nevertheless be found liable for any services rendered under loss or payments made pursuant damage whatsoever, its liability shall be limited to this Agreement or any other matter to which this Agreement relates, except crediting the Subscriber an equal sum the monthly periodic fee paid by reason of willful misfeasance, bad faith or gross negligence the Subscriber for the Service during the three (3) months preceding the fault. The rates and charges provided herein are based on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itSupplier's limited liability.

Limitation of Liability. Administrator may rely on information reasonably believed by it to The Investment Adviser shall not be accurate and reliable. Except as may otherwise be required liable for any error of judgment or mistake of law or for any loss suffered by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission Portfolios in connection with or arising out the performance of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesAgreement, except by reason a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of any such persons the Investment Adviser in the performance of the its duties of Administrator under this Agreement or by reason of from reckless disregard by any it of such persons of the its obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a directoran officer, officerDirector, partner, employee, shareholder or agent of Administratorthe Investment Adviser, who may be or become an officer, trusteeTrustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s the Investment Adviser's duties hereunderhereunder or under any other agreements between the Investment Adviser and the Trust), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a directoran officer, officerDirector, partner, employee, shareholder or agent, agent or one under the control or direction of Administrator, the Investment Adviser even though paid by it. The Trust agrees to indemnify and hold the Investment Adviser harmless from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Act of 1933, the 1934 Act, the 1940 Act and any state and foreign securities and blue sky laws, as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which the Investment Adviser takes or does or omits to take or do hereunder; provided that the Investment Adviser shall not be indemnified against any liability to the Trust or to its shareholders (or any expenses incident to such liability) arising out of a breach of fiduciary duty with respect to the receipt of compensation for services, willful misfeasance, bad faith, or gross negligence on the part of the Investment Adviser in the performance of its duties, or from reckless disregard by it of its obligations and duties under this Agreement.

Limitation of Liability. Administrator The Adviser may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator the Adviser nor its shareholdersdirectors, officers, directorsemployees, employeesshareholders, agents, control persons or affiliates of any thereof (collectively, the “Administrator Adviser Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, with any error or of judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator the Adviser under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator the Adviser under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administratorthe Adviser, who may be or become an a trustee, officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s the Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administratorthe Adviser, even though paid by it. The Adviser is responsible for any information that it provides to the Trust for inclusion in the prospectus and/or statement of additional information of the Fund. The Adviser agrees to defend and indemnify the Trust, and its trustees, officers and agents from and against any and all liability, losses, claims and damages arising from any inaccurate or incomplete statement provided by the Adviser (or its officers, employees, directors and agents) for inclusion in the Fund’s prospectus or statement of additional information. The Adviser agrees to defend and indemnify the Trust, and its trustees, officers and agent from and against any and all liability, losses, claims and damages arising from your willful misfeasance, bad faith or gross negligence on the Adviser’s part or the part of the Adviser’s officers, employees, directors and agents in the performance of the Adviser’s duties under this Agreement, or by reason of reckless disregard by any of such persons of the Adviser’s obligations and duties under this Agreement.

Limitation of Liability. Administrator may rely on information reasonably believed by it In exercising the rights granted herein, the Litigation Trust Management shall exercise the Litigation Trust Management’s best judgment, to the end that the affairs of the Litigation Trust shall be accurate properly managed and reliablethe interests of all of the Litigation Trust Beneficiaries safeguarded. Except as may otherwise be required by However, notwithstanding anything herein to the 1940 Act or the rules thereundercontrary, neither Administrator the Litigation Trust Management nor its shareholdersthe Litigation Trust Committee, nor their respective firms, companies, affiliates, partners, officers, directors, members, employees, disbursing agents, control persons or affiliates duly designated agents or representatives, nor any of such Person’s successors and assigns, shall incur any responsibility or liability by reason of any thereof error of law or fact or of any matter or thing done or suffered or omitted to be done under or in connection with this Agreement or the Plan, whether sounding in tort, contract, or otherwise, except for fraud, gross negligence, intentional misconduct or willful misconduct that is found by a final judgment (collectivelynot subject to further appeal or review) of a court of competent jurisdiction to be the direct and primary cause of loss, liability, damage, or expense suffered by the Trust. In no event shall the Litigation Trust Management, the “Administrator Employees”) shall be subject to any liability forLitigation Trust Committee, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator member thereof be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequentialpunitive, special, incidental, or exemplary damages consequential damage or losses which the Fund may incur or sufferloss (including but not limited to lost profits) whatsoever, whether or not even if it has been informed of the likelihood or possibility of such loss or damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent and regardless of the Trustform of action. Without limiting the foregoing, the Litigation Trust Committee and the Litigation Trust Management shall be deemed, when rendering services entitled to the Trust or acting on any business benefits of the Trust (other than services or business limitation of liability and exculpation provisions set forth in connection with Administrator’s duties hereunder)the Plan and Confirmation Order, to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itextent applicable.

Limitation of Liability. Administrator may rely on information reasonably believed by it A Trustee or officer of the Trust, when acting in such capacity, shall not be personally liable to be accurate and reliableany Person, other than to the Trust, a Series or a Shareholder to the extent expressly provided in this Article VII. Except as may otherwise be required by No person who is or has been a Trustee or officer of the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Trust shall be subject liable to any liability forthe Trust, or a Series or a Shareholder for any damages, expenses action or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any failure to act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or for any other matter to which this Agreement relates, reason except by reason of solely for his or her own willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his or by reason her office of reckless disregard by any Trustee or officer as described herein, and shall not be liable for errors of such persons judgment or mistakes of fact or law. A Trustee or officer of the obligations and duties of Administrator under this Agreement. Further, Trust shall not be responsible or liable in no any event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for neglect or wrongdoing of any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a directorincluding any other Trustee, officer, agent, employee, shareholder Manager, adviser, sub-adviser or agent Principal Underwriter of Administratorthe Trust or any Series. All Persons extending credit to, who may contracting with or having any claim against the Trust or any Series shall look only to the assets of the Trust or any applicable Series that such Person extended credit to, contracted with or has a claim against, and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every note, bond, contract, instrument, certificate or become an officer, trustee, employee undertaking and every other act or agent thing whatsoever executed or done by or on behalf of the Trust, shall be deemed, when rendering services to any Series or the Trustees or the officers by any of them in connection with the Trust or acting any Series shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, or officer or officers, as the case may be, and such Trustee or Trustees, or officer or officers, shall not be personally liable thereon. At the Trustees’ discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of Trust is on any business file in the Office of the Secretary of State of the State of Delaware and that a limitation on liability of Series exists and such note, bond, contract, instrument, certificate or undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust (other than services or business the applicable Series by a Trustee or Trustees in connection with Administrator’s duties hereunder), to be rendering such services to capacity and not individually or acting solely for by an officer or officers in such capacity and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of the Trust (other than services or business a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such notice or recital shall in connection with Administrator’s duties hereunder) and not as a directorno way operate to bind any Trustees, officer, employee, shareholder officers or agent, or one under the control or direction of Administrator, even though paid by itShareholders individually.

Limitation of Liability. Administrator may rely on information reasonably believed The Sub-Adviser shall exercise its best judgment in rendering the services provided by it to be accurate and reliable. Except as may otherwise be required by under this Agreement; provided, however, that the 1940 Act or the rules thereunderSub­Adviser, neither Administrator nor including its shareholders, officers, directors, employees, employees and agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall not be subject to any liability for, under this Agreement for any error of judgment or any damages, expenses loss arising out of any investment or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any other act or omission in connection with the course of, connected with, or arising out of any services service to be rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesAgreement, except by reason of willful misfeasance, fraud, bad faith or gross negligence on the part of any such persons in the performance or non-performance of the Sub-Adviser’s duties of Administrator under this Agreement or hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or by reason of any violation by the Sub-Adviser of such any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser may have under U.S. securities laws. The Sub-Adviser shall not be responsible for any loss incurred by reason of any act or omission of the obligations Custodian or of any broker, dealer, underwriter or issuer selected by the Sub-Adviser with reasonable care. The Adviser, including its officers, directors, employees and duties agents, shall not be subject to any liability under this Agreement for any error of Administrator judgment or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement. Further, except by reason of willful misfeasance, fraud, bad faith or negligence in no event shall Administrator be liable under any provision of, the performance or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent non-performance of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with AdministratorAdviser’s duties hereunder), to be rendering such services to or acting solely for ; by reason of reckless disregard by the Trust (other than services or business in connection with Administrator’s Adviser of its duties hereunder) ; or by reason of any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Sub-Adviser may have under U.S. securities laws. The Adviser shall not as a director, officer, employee, shareholder be responsible for any loss incurred by reason of any act or agent, or one under omission of the control or direction of Administrator, even though paid by itSub-Adviser.

Limitation of Liability. Administrator may rely on information reasonably believed by it Notwithstanding the provisions of Section 14.1, the total aggregate liability of Alcan to be accurate and reliable. Except as may otherwise be required by the 1940 Act Novelis for all events, acts or omissions of Alcan under or in connection with this Agreement or the rules thereunderServices provided by Alcan hereunder, neither Administrator nor its shareholdersand the total aggregate liability of Novelis to Alcan for all events, officersacts or omissions of Novelis under or in connection with this Agreement or the Services provided by Novelis hereunder, directorsin each case, employeeswhether based on an action or claim in contract, agentswarranty, control persons equity, negligence, tort or affiliates otherwise, shall not exceed (i) in the case of any thereof the liability of Alcan to Novelis, an amount equal to the value of the Services payable by Novelis to Alcan under this Agreement, or (collectivelyii) in the case of the liability of Novelis to Alcan, an amount equal to the “Administrator Employees”value of the Services payable by Alcan to Novelis under this Agreement; provided that the foregoing limit shall not apply (i) shall be subject in the case of the liability of Alcan to Novelis, with respect to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant relating to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or Alcan's gross negligence on or wilful misconduct or the part gross negligence or wilful misconduct of any such persons its personnel, mandataries or agents or other Persons for which it is responsible under Applicable Law, or (ii) in the performance case of the duties liability of Administrator Novelis to Alcan, with respect to any liability arising out of or relating to Novelis's gross negligence or wilful misconduct or the gross negligence or wilful misconduct of its personnel, mandataries or agents or other Persons for which it is responsible under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this AgreementApplicable Law. Further, in In no event shall Administrator any member of Alcan Group or Novelis Group be liable under to any provision of, or in connection with, this agreement (regardless member of whether a claim is based on contract, tort, or otherwise) the other Group for any damages other than actual and direct damagesspecial, and Administrator shall have no liability for any incidentalconsequential, indirect, consequentialcollateral, specialincidental or punitive damages, lost profits, or exemplary damages failure to realize expected savings, or losses which the Fund may incur other commercial or suffereconomic loss of any kind, however caused and on any theory of liability, (including negligence) arising in any way out of this Agreement, whether or not such Person has been advised for the likelihood or possibility of any such damages was known damages; provided, however, that the foregoing limitations shall not limit either Party's indemnification obligations for liabilities to Administrator with respect to Third Party Claims as set forth in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent Article IX of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itSeparation Agreement.

Limitation of Liability. Administrator You may rely on information reasonably believed by it you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator you nor its shareholdersyour directors, officers, directorsemployees, employeesshareholders, members, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or of judgment, mistake of law, any act or omission in connection connected with or arising out of any services rendered under under, or payments made pursuant to to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the your duties of Administrator under this Agreement Agreement, or by reason of reckless disregard by any of such persons of the your obligations and duties of Administrator under this Agreement. FurtherThe Trust may rely on information reasonably believed by the Trust to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, in no event neither the Trust, its directors, officers, shareholders, agents, control persons or affiliates of any thereof shall Administrator be liable under subject to any provision ofliability for, or any damages, expenses or losses incurred by you in connection with, this agreement (regardless any error of whether a claim is based on contractjudgment, tortmistake of law, any act or omission connected with or arising out of any services rendered under, or otherwise) for payments made pursuant to, this Agreement or any damages other than actual and direct damagesmatter to which this Agreement relates, and Administrator shall have no liability for except by reason of willful misfeasance, bad faith or gross negligence on the part of any incidental, indirect, consequential, specialsuch persons in connection with this Agreement, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility by reason of reckless disregard by any of such damages was known to Administrator in advancepersons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder shareholder, member or agent of Administratoryou, who may be or become an a trustee, officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s your duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder shareholder, member, or agentagent of you, or one under the your control or direction of Administratordirection, even though paid by ityou.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate (a) It is expressly understood and reliable. Except as may otherwise be required agreed by the 1940 Act parties that (a) this document is executed and delivered by Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally, but solely as Owner Trustee of the rules thereunderIssuer, neither Administrator nor its shareholdersin the exercise of the powers and authority conferred and vested in it, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject pursuant to any liability for, or any damages, expenses or losses incurred by the Trust in connection withAgreement, any error or judgment(b) each of the representations, mistake of lawwarranties, any act or omission in connection with or arising out of any services rendered under or payments covenants, undertakings and agreements herein made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Xxxxx Fargo Delaware Trust Company, N.A., but is made and intended for the 36 Sale and Servicing Agreement (DRIVE 2020-1) purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Xxxxx Fargo Delaware Trust Company, N.A., individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such persons liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) Xxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or any other Person in this Agreement or in the performance Purchase Agreement and (e) under no circumstances shall Xxxxx Fargo Delaware Trust Company, N.A. be personally liable for the payment of any indebtedness or expenses of the duties Issuer or be liable for the breach or failure of Administrator any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or by reason of reckless disregard by under the Notes or any of such persons the other Transaction Documents or in any of the obligations and duties certificates, notices or agreements delivered pursuant thereto, as to all of Administrator under this Agreement. Further, in no event which recourse shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which had solely to the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent assets of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itIssuer.

Limitation of Liability. Administrator may rely on information reasonably believed To the maximum extent permitted by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunderlaw, neither Administrator the Manager nor its shareholdersany other Manager Indemnitee (as defined below) shall be liable to the Client for any expenses, officerslosses, directorsdamages, employeesliabilities, agentsdemands, control persons or affiliates charges and claims of any thereof kind or nature whatsoever (including (x) any legal expenses and costs and expenses relating to investigating or defending any demands, charges and claims and (y) for the avoidance of any doubt, any demands, charges and claims brought by any creditor of the Client or its affiliates) (collectively, the “Administrator EmployeesLosses”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under acts or payments made pursuant omissions of the Manager, except to the extent that such Losses are the result of an act or omission taken or omitted by the Manager or any other Manager Indemnitee during the term of this Agreement that constitutes gross negligence, willful misconduct, bad faith, breach of fiduciary duty, material breach of any regulatory or legal requirements, fraud or a breach of Section 2(a)(vi), any material breach of any other provision of this Agreement or the Client’s Client Charter. Expenses incurred by a Manager Indemnitee in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Client prior to the final disposition thereof; provided that each Manager Indemnitee shall repay any such amounts advanced to such Manager Indemnitee if it is finally determined that such Manager Indemnitee is not entitled to indemnification. Without limitation, neither the Manager nor any other matter Manager Indemnitee shall be liable to which this Agreement relates, except by reason the Client for Losses resulting from or in any way arising out of willful misfeasance, bad faith or gross negligence on the part of (i) any such persons in the performance action of the duties Client or any Third-Party Custodian of Administrator under this Agreement the Client or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, their other agents or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust advisers (other than services the Manager, the Manager Indemnitees and any person or business in connection with Administrator’s duties hereunderentity to whom the Manager has delegated its authority), to be rendering such services to or acting solely for (ii) any action of the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a directorManager, officer, employee, shareholder or agent, or one under the control or following any direction of Administratorthe Client or the Manager’s failure to follow any unlawful direction of the Client, even though paid by it.provided, that if the Manager knew or should have known that such direction was unlawful or would reasonably result in such Losses, the Manager so informed the Client,

Limitation of Liability. Administrator may rely Except to the extent finally determined to have resulted from the fraud or intentional misconduct of any member of the BDO Group, the BDO Group’s liability to you for any claims arising under this Agreement shall not exceed the aggregate amount of fees paid by you to BDO during the 12 months preceding the date of the claim for the services giving rise to the claim, regardless of whether such liability arises in contract, statute, tort (including the negligence of any member of the BDO Group), or otherwise. In no event shall the BDO Group be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or damages relating to this Agreement. Dispute Resolution Procedure Any dispute or claim between you and BDO arising out of or relating to the Agreement or a breach of the Agreement, including, without limitation, claims for breach of contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud, or claims based in whole or in part on information reasonably believed any other common-law, statutory, regulatory, legal, or equitable theory, and disputes regarding all fees, including attorneys’ fees of any type, and/or costs charged under this Agreement (“Arbitration Claims”) (except to the extent provided below) shall be submitted to binding arbitration administered by it the American Arbitration Association (“AAA”), in accordance with its Commercial Arbitration Rules. Arbitration Claims shall be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Arbitration Claims shall be heard by a panel of three (3) arbitrators, to be accurate chosen as follows: within fifteen (15) days after the commencement of arbitration, each party shall select one person to act as arbitrator; thereafter, the two individually selected arbitrators shall select a third arbitrator within forty-five (45) days of their appointment, or any extension of that time agreed to by the individually selected arbitrators. If the arbitrators selected by the parties fail to agree upon the third arbitrator within the aforementioned time, the third arbitrator shall be selected by the AAA. The arbitration panel shall have the power to rule upon its own jurisdiction and reliableauthority, including any objection to the initial or continuing existence, validity, effectiveness, or scope of this arbitration agreement. The arbitration panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitration panel shall have no authority to award non-monetary or equitable relief, but nothing herein shall be construed as a prohibition against a party from pursuing non-monetary or equitable relief in a federal or state court. The place of arbitration shall be the city in which the BDO office providing the majority of the services involved under this Agreement is located, unless the parties agree in writing to a different location. Regardless of where the arbitration proceeding actually takes place, all aspects of the arbitration and the Agreement shall be governed by the laws of the State of New York (except if there is no applicable state law providing for such arbitration, then the Federal Arbitration Act shall apply) and the procedural and substantive law of such state shall be applied without reference to conflicts of law rules. The parties shall bear their own legal fees and costs for all Arbitration Claims. The award of the arbitrators shall be accompanied by a reasoned opinion, and judgment on the award rendered by the arbitration panel may be entered in any court having jurisdiction thereof. Except as may otherwise be required by the 1940 Act law or the rules thereunderto enforce an award, neither Administrator a party nor its shareholdersan arbitrator may disclose the existence, officerscontent, directors, employees, agents, control persons or affiliates results of any thereof (collectively, arbitration hereunder without the “Administrator Employees”) shall be subject prior written consent of the parties to any liability for, or any damages, expenses or losses incurred the Agreement. The parties to the Agreement acknowledge that by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant agreeing to this Agreement arbitration provision, they are giving up the right to litigate claims against each other, and important rights that would be available in litigation, including the right to trial by judge or any other matter jury, to which extensive discovery and to appeal an adverse decision. The parties acknowledge that they have read and understand this Agreement relatesarbitration provision, except by reason of willful misfeasance, bad faith or gross negligence on and that they voluntarily agree to binding arbitration. The Company/Plan shall bring no Arbitration Claim more than one (1) year following the part of any such persons in the performance completion of the duties of Administrator services provided under this Agreement or by reason of reckless disregard by any of such persons of to which the obligations and duties of Administrator under this AgreementArbitration Claim relates. FurtherThis paragraph will shorten, but in no event shall Administrator be liable under extend, any provision of, or in connection with, this agreement (regardless otherwise legally applicable period of whether a claim is based limitations on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itArbitration Claims.

Limitation of Liability. Administrator Nottingham may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator Nottingham nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Nottingham Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator Nottingham under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator Nottingham under this Agreement. Further, in no event shall Administrator Nottingham be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator Nottingham shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator Nottingham in advance. Any person, even though also a director, officer, employee, shareholder or agent of AdministratorNottingham, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with AdministratorNottingham’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with AdministratorNottingham’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of AdministratorNottingham, even though paid by it.

Limitation of Liability. Administrator may rely A copy of the Certificate of Trust of the Trust is on information reasonably believed file with the Secretary of State of the State of Delaware, and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but binding only upon the assets and property of the Trust. Each Fund shall be regarded for all purposes hereunder as a separate party apart from each Fund. Under the context otherwise requires, with respect to every transaction covered by it this Agreement, every reference herein to the Trust shall be deemed to relate solely to the particular Fund to which such transaction relates. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund constitute a right, obligation, or remedy applicable to any other Fund. The use of this single document to memorialize the separate agreement of each Fund is understood to be accurate for clerical convenience only and reliableshall not constitute any basis for joining the Funds for any reason. Except as may otherwise The Distributor shall not be required liable to the Trust for any damages arising out of (i) activities or statements of sales or wholesaler personnel who are employed and supervised by the 1940 Act Trust’s investment adviser or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator EmployeesAdviser”); (ii) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with of the Trust’s transfer agent; (iii) any act or arising out omission hereunder unless such act or omission is the result of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesDistributor’s bad faith, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons or willful misconduct in the performance of its duties hereunder; (iv) any misstatement or omission in the duties of Administrator under this Agreement Trust’s registration statement, prospectus, shareholder report or other information filed or made public by reason of reckless disregard by any of the Trust (as from time to time amended), provided that such persons of the obligations misstatement or omission was not made in reliance upon, and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection conformity with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services information furnished to the Trust by Distributor; (v) the operation of a customer contact center or acting on any business similar call center by the Adviser or one of the Trust its agents; or (other than services vi) mistakes or business errors in connection with Administrator’s duties hereunder), data provided to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agentDistributor by, or one under interruptions or delays or communications with, any other service providers to the control or direction of Administrator, even though paid by itTrust.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate To the fullest extent permitted in Law and reliable. Except as may otherwise be required by notwithstanding any other provision of this Agreement, the 1940 Act or total collective liability of the rules thereunderService Provider, neither Administrator nor its shareholders, officersassociated companies, directors, employees, agentssub-contractors, control persons or affiliates legal advisers, representatives and/or agents for and/or in respect of any thereof (collectivelyclaim under, by virtue, as a result or consequence of, pursuant to and/or arising from this Agreement, the “Administrator Employees”) Services and/or otherwise shall be subject limited to any liability for, or any damages, expenses or losses incurred and not exceed the total compensation paid and/or to be paid and received by the Trust in connection withClient to the Service Provider during the financial year during which the cause of action arises or arose, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on as the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreementcase may be. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim The limitation provided for herein is based on contract, tort, or otherwise) for any damages other than actual and direct damagesall claims, and Administrator shall have no liability liabilities, expenses, warranties and/or indemnities: - howsoever arising; and/or - of whatsoever nature or kind; and/or - on whatever legal principle or basis of Law; and/or - for any incidentaland all types of damages or delict of whatsoever nature, including but not limited to direct, indirect, consequential, special, incidental, punitive, exemplary loss and/or loss of profits; and/or - for any and all costs, including but not limited to professional fees, such as attorneys’ fees, advocates’ fees and expert-witnesses’ fees and attendant expenses and disbursements, including but not limited to travel and accommodation, plus VAT thereon; and/or - whether caused by the Service Provider itself or exemplary damages any of its shareholders, associated companies, directors, employees, sub-contractors, legal advisers, representatives and/or agents; and/or - for any claim that may be brought by the Client, its shareholders, associated companies, directors, employees, sub-contractors, legal advisers, representatives and/or agents. The Client hereby waives all its rights to claim any amount in excess of the limited amount aforestated. The limitation of liability provided for herein will not be applicable in the event the Service Provider, its shareholders, associated companies, directors, employees, sub-contractors, legal advisers, representatives and/or agents have caused the damage by fraud, intentional misconduct or losses gross negligence. In determining the liability of the Service Provider, the Court or the arbitrator, as the case may be, must and will limit the liability of the Service Provider to that portion of the loss or damage suffered by the Client which can be ascribed to the Service Provider by such Court or arbitrator allocating a proportionate responsibility, having regard to the contribution to the Client’s loss or damage in question or that of any other Person, based upon relative degrees of fault, with the provisions of Section 1 of the Apportionment of Damages Act, 1956 (Act No. 34 of 1956), applying to all claims by and between the Parties, with the terms “breach of contract”, “gross negligence”, “damages” or “losses” falling within the definition or meaning of the words “fault” and “damage” in the aforestated Act. Any and all claims under, by virtue, as a result or consequence of, pursuant to and/or arising from this Agreement, the Services and/or otherwise must be made within 2 (two) years of the date on which the Fund Client or such other Person becomes aware or ought reasonably to have become aware of the circumstances giving rise to a claim or potential claim against the Service Provider. No claim may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a be brought personally against any individual director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee legal adviser or agent of the TrustService Provider. Nothing herein contained will be construed as in any way reducing or affecting a Person’s general duty to mitigate any loss suffered or to be suffered by that Person. Conflicts of Interest The Service Provider will take appropriate steps to ensure that neither the Service Provider nor any of its employees, shall servants, agents, suppliers or sub-contractors are placed in a position where there is or may be deemed, when rendering services an actual conflict or a potential conflict between the pecuniary or personal interests of such Persons and the duties owed to the Trust or acting on Client hereunder. The Service Provider will forthwith disclose to the Client full particulars of any business and when such conflict of interest may arise. The Service Provider and/or its associated companies may be approached to contract with a competitor of the Trust Client or advise a Person who is in dispute with the Client or advise or represent a Person whose interests are opposed to that of the Client’s interests through their material concern in matters to which their services are specifically and directly related (“Adversarial Conflicts”). In this regard, the Service Provider will seek and continue to seek to identify Adversarial Conflicts. To the extent the Client is aware or becomes aware of any Adversarial Conflict, the Client must forthwith inform the Service Provider. To the extent an Adversarial Conflict is found to exist, the Service Provider will endeavour to facilitate and institute safeguards, such as the use of separate teams and personnel, geographical separation and operational independence. These safeguards will constitute full compliance with the Service Provider’s duty of confidence in relation to competing and/or conflicting Persons. Where another Person has engaged the services of the Service Provider, and during the delivery of the Services, the Service Provider, in its Discretion, is of the opinion, even with the safeguards being introduced, that the Client’s or the other than services or business in connection with AdministratorPerson’s duties hereunder), interests are likely to be rendering prejudiced, the Services Provider may, after consultation, with the Client, choose to terminate the Agreement, in which case it will be entitled to do so by giving the Client Notice of termination. The Service Provider will not be responsible for any costs that the Client may incur pursuant to such services to or acting solely for the Trust (termination and/or in securing other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itservices.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunderNeither Advisor nor any of its affiliates, neither Administrator nor its shareholdersany of their respective members, managers, partners, directors, officers, directors, employees, agentsagents and/or controlling persons, control persons or affiliates nor any successor by operation of law (including by merger) of any thereof such person, nor any entity that acquires all or substantially all of the assets of any such person in a single transaction or series of related transactions (all of the foregoing, collectively, the “Administrator EmployeesAdvisor Indemnitees”) shall be subject liable to any liability for, the Company or any damagesof its Subsidiaries or affiliates or any of the security holders or creditors of the Company or any of its affiliates for (i) any damage, expenses or losses incurred by the Trust loss, liability, deficiency, diminution in connection withvalue, any error or action, suit, claim, proceeding, investigation, audit, demand, assessment, fine, judgment, mistake of lawcost or other expense (including, any act without limitation, legal fees and expenses) (collectively “Liabilities”) directly or omission indirectly (whether direct or indirect, in contract or tort or otherwise) arising out of, related to, caused by, based upon or in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under Services contemplated by this Agreement unless such Liability shall be proven to result directly and primarily from the willful misconduct of such person or by reason (ii) any Outside Activities (as defined below). Advisor makes no representations or warranties, express or implied, in respect of reckless disregard the Services provided by any of such persons of the obligations and duties of Administrator under this AgreementAdvisor Indemnitee. Further, in In no event shall Administrator will any Advisor Indemnitee be liable under any provision of, or in connection with, this agreement to the Company (regardless of whether a claim is based on contract, tort, or otherwisex) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidentalspecial, indirect, consequentialpunitive, specialincidental or consequential damages, including, without limitation, loss of profits or exemplary damages savings or losses which the Fund may incur or sufferlost business, whether or not such damages are foreseeable or such Advisor Indemnitee has been advised of the likelihood or possibility of such damages was known or (y) in respect of any Liabilities relating to Administrator any third party claims (whether based in advance. Any personcontract, even though also a director, officer, employee, shareholder tort or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunderotherwise), except as set forth in Section 6 below. Under no circumstances will the aggregate of any and all Liabilities of Advisor Indemnitees exceed, in the aggregate, the fees actually paid to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties Advisor hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed by it No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or agent or for joining in any receipt or act for conformity or for any loss, damage or expense happening to be accurate and reliable. Except as may otherwise be required the Corporation through the insufficiency or deficiency of title to any property acquired by the 1940 Act Corporation or for or on behalf of the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons Corporation or affiliates for the insufficiency or deficiency of any thereof (collectively, security in or upon which any of the “Administrator Employees”) moneys of or belonging to the Corporation shall be subject to lodged, deposited or invested or for any liability forloss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged, deposited or invested or for any loss, conversion, misapplication or misappropriation of or any damagesdamage resulting from any dealings with any moneys, expenses securities or losses incurred by other assets belonging to the Trust in connection with, any error Corporation or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or for any other matter to loss, damage or misfortune whatever which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons may happen in the performance execution of the duties of Administrator his respective office of trust or in relation thereto, unless the same are occasioned by his own wilful neglect or default, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or relieve him from liability under this Agreement or by reason of reckless disregard by any of such persons the Act. Subject to applicable law, the directors for the time being of the obligations and duties of Administrator under this Agreement. Further, in no event Corporation shall Administrator not be liable under any provision of, duty or responsibility in connection with, this agreement (regardless respect of whether a claim is based on any contract, tort, act or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, transaction whether or not made, done or entered into in the likelihood name or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent on behalf of the TrustCorporation, except such as shall have been submitted to and authorized or approved by the Board. If any director or officer of the Corporation shall be deemedemployed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, when rendering director or officer of a body corporate which is employed by or performs services to for the Trust Corporation, the fact of his being a shareholder, director or acting on any business officer of the Trust (other than services Corporation or business in connection with Administrator’s duties hereunder)body corporate or member of the firm shall not disentitle such director or officer or such firm or body corporate, to be rendering as the case may be, from receiving proper remuneration for such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itservices.

Limitation of Liability. Administrator may rely on information reasonably believed by it (1) Notwithstanding anything to be accurate the contrary contained herein, if the closing of the transactions hereunder shall have occurred (and reliable. Except as may otherwise be required by the 1940 Act Buyer shall not have waived, relinquished or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of released in writing any thereof (collectivelyapplicable rights in further limitation), the “Administrator Employees”aggregate liability of Seller to Buyer (or anyone claiming by, through or under Buyer or any successor or assign of Buyer) arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) or otherwise in connection with the Property (the "SPECIFIED LIABILITIES") shall be subject limited to actual damages (including reasonable attorneys' fees,) and shall in no event exceed $1,500,000 in the aggregate. (2) In no event shall Seller have any liability for, pursuant to or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any Specified Liabilities unless and until such persons Specified Liabilities shall exceed $25,000 in the performance aggregate; provided, however, nothing contained in the foregoing shall limit Seller's liability for any proration amounts provided for in paragraph 5D of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further(3) No constituent partner in or agent of Seller, in no event shall Administrator be liable under nor any provision ofadvisor, or in connection withtrustee, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder beneficiary, shareholder, participant, representative or agent of Administratorany corporation or trust that is or becomes a constituent partner in Seller (including, who may be but not limited to, JMB Realty Corporation) shall have any personal liability, directly or become an officerindirectly, trustee, employee under or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunderthis Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Buyer and its successors and assigns and, without limitation, all other persons and entities, shall have recourse solely limited to Seller's assets for the payment of any claim or for any performance, and Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent partner in Seller (or in any other constituent partner of Seller), nor any obligation of any constituent partner in Seller (or in any other constituent partner of Seller) to restore a negative capital account or to contribute capital to Seller (or to any other constituent partner of Seller), shall at any time be deemed to be rendering the property or an asset of Seller or any such services other constituent partner (and neither Buyer nor any of its successors or assigns shall have any right to collect, enforce or acting solely proceed against or with respect to any such negative capital account of partner's obligation to restore or contribute). (4) Notwithstanding the foregoing, (i) if Seller or its successor-in-interest shall fail to retain unencumbered reserves of at least $1,500,000 at the time of closing hereunder or (ii) if during the period commencing on the Closing Date and ending on the expiration of the Survival Period, Seller or its successor-in-interest shall utilize such reserves for the Trust (any purpose other than services the payment of claims, expenses, liabilities or business attorneys' fees of Seller or such successor-in-interest (including any amounts incurred in connection with Administrator’s duties resolving or defending any claim of liability hereunder) with respect to the Specified Liabilities, then subject to the terms and conditions of this Agreement, Buyer may, during the Survival Period, have recourse to the assets of JMB Realty Corporation ("JMB"), as the general partner or the general partners of Seller, for the payment of any Specified Liabilities and, by signing this Agreement JMB acknowledges that, subject to the provisions hereinafter set forth, JMB shall be liable for the Specified Liabilities; provided, however, the aggregate liability of JMB in connection therewith shall not exceed $1,500,000 in the aggregate and shall be further limited as a directorfollows: (i) with respect to the initial reserve amount at the time of Closing hereunder, officersuch liability shall be limited to the lesser of the amount by which $1,500,000 exceeds the amount actually reserved by Seller or its successor-in-interest in closing hereunder, employeeand $1,500,000; or (ii) during the Survival Period, shareholder or agentsuch liability shall be limited to the lesser of the amount of such reserves which, during the Survival Period, are utilized for purposes other than the payment of the Specified Liabilities, and $1,500,000. Without limitation on the other limitations on, or one under waivers of, liability contained herein, JMB shall have no liability or obligation with respect to the control or direction of Administrator, even though paid by it.Water-Electrical Matters (Buyer acquiring the Property subject to the same). C.

Limitation of Liability. Administrator may rely Buyer (on information reasonably believed by it to be accurate behalf of itself, its direct and reliable. Except as may otherwise be required by the 1940 Act indirect partners, all persons or the rules thereunderentities controlling, neither Administrator nor its shareholderscontrolled by, or under common control with Buyer, and all officers, directors, employees, trustees, advisors, agents, control persons shareholders, or affiliates contractors of any of the foregoing) agrees and acknowledges that the obligations of Seller under this Agreement do not constitute personal obligations of Seller, the direct or indirect partners of Seller or the members of Seller or their respective officers, directors, trustees, advisors, members, agents, shareholders, employees, or contractors, and that Buyer agrees that it will look solely to the interest of Seller in the Property and the proceeds thereof (collectivelyincluding, without limitation, the “Administrator Employees”Purchase Price) shall be subject to for satisfaction of any liability forof Seller with respect to this Agreement, and will not seek recourse against any other assets of Seller, or the members of Seller, or their respective officers, directors, trustees, advisors, members, agents, shareholders, employees or contractors, or any damagesof their personal assets, expenses for such satisfaction. In addition, the obligations of the members of Seller to make capital contributions to Seller shall not constitute assets of Seller against which recourse may be sought for purposes hereof. The provisions of this Section 27 shall survive Closing. Seller (on behalf of itself, its direct and indirect partners, all persons or losses incurred by the Trust in connection withentities controlling, any error controlled by, or judgmentunder common control with Seller, mistake of lawand all officers, any act directors, employees, trustees, advisors, agents, shareholders, or omission in connection with or arising out contractors of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties foregoing) agrees and acknowledges that the obligations of Administrator Buyer under this Agreement do not constitute personal obligations of the direct or by reason indirect partners of reckless disregard by Buyer or the members of Buyer or their respective officers, directors, trustees, advisors, members, agents, shareholders, employees, or contractors, and that Seller agrees that it will look solely to the interest of Buyer in the Property and the proceeds thereof and Buyer's assets for satisfaction of any liability of Buyer with respect to this Agreement, and will not seek recourse against any members of Buyer, or their respective officers, directors, trustees, advisors, members, agents, shareholders, employees or contractors, or any of their personal assets, for such persons satisfaction. In addition, the obligations of the obligations and duties members of Administrator under this Agreement. Further, in no event Buyer to make capital contributions to Buyer shall Administrator be liable under any provision of, or in connection with, this agreement (regardless not constitute assets of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses Buyer against which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who recourse may be or become an officer, trustee, employee or agent sought for purposes hereof. The provisions of the Trust, this Section 27 shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itsurvive Closing.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required In consideration of the security provided by the 1940 Act Mortgagor to State Farm for repayment of the Indebtedness, including, without limitation, the liens on and security interests in the Premises granted pursuant to the Mortgage and the assignment of the Rents and Leases made pursuant to the Assignment of Rents and Leases, upon the occurrence of an Event of Default under the Mortgage or under any of the rules thereunderother Loan Documents, neither Administrator State Farm agrees that it shall not, except as otherwise set forth in this Section, seek to enforce, nor its shareholdersshall State Farm be entitled to enforce, officersany deficiency or monetary judgment against Mortgagor, directorsany partner of Mortgagor, employeesany member of Mortgagor, agentsany shareholder, control persons officer or affiliates director of Mortgagor or any thereof beneficiary of Mortgagor (individually, an "Exculpated Party", and collectively, the “Administrator Employees”"Exculpated Parties"), personally, and shall not levy or execute judgment upon any property of the Exculpated Parties, other than the Premises; it being expressly agreed, acknowledged and understood, however, that (i) the foregoing limitation of the liability of an Exculpated Party shall be subject not apply to the' extent that such Exculpated Party is a Liable Party (as defined below), is otherwise liable for the obligations of the Mortgagor by operation of law or is otherwise liable to State Farm under any liability foragreement, statute, regulation or any damagesgoverning law; and (ii) nothing contained herein shall in any manner or way release, expenses affect or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.impair:

Limitation of Liability. Administrator may rely on information reasonably believed by it The parties hereto agree that except as specifically set forth in the Lease or in any other Operative Document, none of the Owner Trustee, the Agent Certificate Holder nor any Certificate Holder shall have any personal liability whatsoever for any liability or obligation hereunder or under any other Operative Document (including, without limitation, obligations with respect to the Loans and the Notes), or for monetary damages for the breach of performance of any of the covenants contained herein or in any other Operative Document or for any other claim arising in any way from the transactions contemplated hereby or thereby. The Administrative Agent and the Lenders agree, that, in the event any of them pursues any remedies available to them hereunder or under any other Operative Document, neither the Administrative Agent nor the Lenders shall have any recourse against the Owner Trustee, the Agent Certificate Holder or any Certificate Holder for any deficiency, loss or claim for monetary damages, and recourse shall be accurate and reliable. Except as may otherwise solely had against the Lessor Trust's, the Agent Certificate Holder's and/or such Certificate Holder's interest in the Property (but nothing contained herein shall be required by the 1940 Act taken to prevent recourse against or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates enforcement of remedies against the Property pursuant to the Lease and the Assignment of Lease and Rent in respect of any thereof (collectivelyand all liabilities, obligations and undertakings contained herein or in any other Operative Document); provided, however, that the Owner Trustee, the “Administrator Employees”) Agent Certificate Holder and each Certificate Holder shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust liable in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of its individual capacity (a) for its own willful misfeasance, bad faith misconduct or gross negligence on (or negligence in the part handling of funds), (b) breach of any such persons in of its representations, warranties or covenants under the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision ofOperative Documents, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwisec) for any damages other than actual Taxes based on or measured by any fees, commission or compensation received by it for acting as the Owner Trustee, the Agent Certificate Holder or as a Certificate Holder as contemplated by the Operative Documents. It is understood and direct damagesagreed that, except as provided in the preceding sentence: (i) none of the Owner Trustee, the Agent Certificate Holder nor any Certificate Holder shall have any personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of the Owner Trustee, the Agent Certificate Holder and each Certificate Holder to the Administrative Agent and each Lender are solely nonrecourse obligations except to the extent that such party has received payment from others; and (iii) all such personal liability of the Owner Trustee, the Agent Certificate Holder and each Certificate Holder is expressly waived and released as a condition of, and Administrator shall have no liability for any incidentalas consideration for, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent execution and delivery of the TrustOperative Documents by the Owner Trustee, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) Agent Certificate Holder and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by iteach Certificate Holder.

Limitation of Liability. Administrator may rely on information reasonably believed The debts, obligations, and liabilities of the Company or if there exist one or more Series, then the debts, obligations, and liabilities solely of such Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company or that Series respectively, and no Shareholder, Director, investment adviser, officer or agent of the Company or Series shall be obligated personally for any such debt, obligation or liability of the Company or Series, respectively, solely by it reason of being a Shareholder, Director, investment adviser, officer and/or agent of the Company or such Series. No Shareholder shall be liable to be accurate and reliable. Except the Company or to any other Shareholder to restore any deficit balance in its Book Capital Account relating to any Series or Class (except in either case as may otherwise be required by the 1940 Act Delaware Act) or to reimburse any other Shareholder for any portion of such other Shareholder’s investment in the rules thereunder, neither Administrator Company or any Series or Class. Neither a Director nor its shareholders, officers, directors, employees, agents, control persons or affiliates an officer of any thereof (collectively, the “Administrator Employees”) Company when acting in such capacity shall be subject personally liable to any liability forPerson other than the Company or a Shareholder to the extent provided in this Agreement for any act, omission, or any damages, expenses or losses incurred by obligation of the Trust in connection withCompany, any error Director or judgment, mistake any officer of law, the Company. Neither a Director nor an officer of the Company shall be liable for any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter conduct whatsoever in his capacity as Director or officer of the Company, provided that nothing contained herein or in the Delaware Act shall protect any Director or any officer of the Company against any liability to the Company or to Shareholders to which this Agreement relates, except he would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator the office of Director or officer hereunder. All Persons extending credit to, contracting with or having any claim against the Company or any Series shall look only to the assets of the Company or Series that such Person extended credit to, contracted with, or has a claim against for payment under this Agreement such credit, contract, or by reason of reckless disregard by claim; and neither the Directors nor the Shareholders nor any of such persons of the obligations and duties of Administrator under this Agreement. FurtherCompany’s officers, in no event shall Administrator be liable under any provision ofemployees, or in connection withagents, this agreement (regardless of whether a claim is based on contractpast, tortpresent, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trustfuture, shall be deemedpersonally liable therefore. Every note, when rendering services bond, contract or other undertaking issued by the Company on its own behalf or on behalf of any one or more Series shall include a recitation limiting the obligation represented thereby to the Trust Company or acting on to such Series and its or their assets (but the omission of such a recitation shall not operate to bind any business Shareholder or Director of the Trust (other than services or business in connection with Administrator’s duties hereunderCompany), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate (a) It is expressly understood and reliable. Except as may otherwise be required agreed by the 1940 Act parties that (a) this document is executed and delivered by Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally, but solely as Owner Trustee of the rules thereunderIssuer, neither Administrator nor its shareholdersin the exercise of the powers and authority conferred and vested in it, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject pursuant to any liability for, or any damages, expenses or losses incurred by the Trust in connection withAgreement, any error or judgment(b) each of the representations, mistake of lawwarranties, any act or omission in connection with or arising out of any services rendered under or payments covenants, undertakings and agreements herein made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Xxxxx Fargo Delaware Trust Company, N.A., but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Xxxxx Fargo Delaware Trust Company, N.A., individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such persons liability, if any, being expressly waived by the parties hereto and by any person claiming by, 36 Sale and Servicing Agreement (DRIVE 2019-2) through or under the parties hereto, (d) Xxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or any other Person in this Agreement or in the performance Purchase Agreement and (e) under no circumstances shall Xxxxx Fargo Delaware Trust Company, N.A. be personally liable for the payment of any indebtedness or expenses of the duties Issuer or be liable for the breach or failure of Administrator any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or by reason of reckless disregard by under the Notes or any of such persons the other Transaction Documents or in any of the obligations and duties certificates, notices or agreements delivered pursuant thereto, as to all of Administrator under this Agreement. Further, in no event which recourse shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which had solely to the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent assets of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itIssuer.

Limitation of Liability. Administrator The Adviser shall remit to the particular Fund or Funds the amount of any recovery the Adviser obtains for the benefit of such Fund or Funds from any person or sub-adviser whom the Adviser has employed or with whom the Adviser has contracted pursuant to Section 4 of this Agreement, for the acts and omissions of such person or sub-adviser. Subject to the foregoing, each Fund agrees as an inducement to the Adviser and others who may rely on information reasonably believed assist the Adviser in providing services to such Fund that the Adviser and such other persons shall not be liable for any alleged or actual error of judgment or mistake of law or for any alleged or actual loss suffered by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act such Fund or the rules thereunderCompany and each Fund and the Company agree to indemnify and hold harmless the Adviser and such other persons against and from any claims, neither Administrator nor its shareholdersliabilities, officersactions, directorssuits, employeesproceedings, agents, control persons judgments or affiliates of any thereof damages (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, and expenses or losses as and when incurred by the Trust in connection withtherewith, any error including the reasonable cost of investigating or judgmentdefending same, mistake of lawincluding, any act or omission in connection with or but not limited to attorneys fees) arising out of any services rendered under such alleged or payments made pursuant actual error of judgment or mistake of law or loss; provided, however, that nothing herein shall be deemed to this Agreement protect or purport to protect the Adviser or any such other matter persons against any liability to any Fund or to its shareholders to which this Agreement relates, except the Adviser or they would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement hereunder, or by reason of reckless disregard by any of such persons of the obligations and duties hereunder; and provided further, that this sentence shall not inure to the benefit of Administrator under any person or sub-adviser (or others who may assist any such person or sub-adviser) whom the Adviser has employed or with whom the Adviser has contracted pursuant to Section 4 of this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed by it Consumers Energy’s and its contractors’ and subcontractors’ liability hereunder is limited to be accurate direct actual damages as the sole and reliable. Except as may otherwise be required by exclusive remedy, and total damages under the 1940 Act Agreement shall not exceed $100,000 or the rules thereundertotal amounts paid to Consumers under the Agreement, neither Administrator nor whichever is less. In no event shall either Party, its shareholdersparent, officers, directors, employeespartners, agentsshareholders, control persons employees or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability foraffiliates, or any damagescontractor or subcontractor or its employees or affiliates, expenses be liable to the other Party for special, indirect, exemplary, punitive, incidental or losses incurred by consequential damages of any nature whatsoever connected with or resulting from performance or non-performance of obligations under the Trust Agreement, including without limitation, damages or claims in connection withthe nature of lost revenue, income or profits, loss of use, or cost of capital, irrespective of whether such damages are reasonably foreseeable and irrespective of whether such claims are based upon negligence, strict liability contract, operation of law or otherwise. Additional Terms. Customer also agrees, with respect to Contractor’s management of the System, it: hereby releases Contractor from any error or judgment, mistake of law, any act or omission obligations with respect to monies owed Customer in connection with its participation in the Program and further agrees to defend and indemnify Contractor, its affiliates, directors, employees and agents from any and all claims that arise or arising may arise out of the Agreement; receives a limited, revocable, non-transferrable and non-exclusive right to use and access during the Term the System and shall use the System solely for its internal use subject to the terms of the Agreement and not for the benefit of any services rendered under third party. Except as expressly permitted in the Agreement, Customer agrees that it shall not receive any right, title or payments made pursuant to this Agreement interest in, or any license or right to use or access, the System or any patent, copyright, trade secret, trademark or other matter intellectual property rights therein by implication or otherwise; shall use the System in accordance with all applicable law; shall not and shall prohibit causing or permitting, the copying, reverse engineering, disassembly, decompilation or attempting to derive the source code of the System, or other intellectual property of Contractor or creation of any derivative work thereof; expressly disclaims any passing of title to the System, any trade names, trade dress, trademarks, service marks, commercial symbols, copyrightable material, designs, logos and/or any other intellectual property of Contractor to Customer; disclaims any and all direct warranties, express or implied, or liabilities of Contractor to Customer for all damages, whether direct or indirect, incidental or consequential, arising from the use of the System or participation in the Program; disclaims any liability of Contractor for delays, limitations or other problems inherent in the use of the Internet to which this Agreement relatesthe System may be subject; shall protect Contractor’s Confidential Information as though Contractor and Customer are the Parties in Section 12 of the Agreement; and shall not delete, except by reason of willful misfeasancealter, bad faith cover, or gross negligence on distort any copyright or other proprietary notices or trademarks from the part of any such persons System and to use reasonable care to prevent the System and Contractor’s intellectual property rights contained in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard software from damage and unauthorized use. authorizes Consumers Energy to share Customer Data collected by any equipment with Contractor for purposes of such persons of providing the obligations System to Customer and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagesConsumers Energy, and Administrator shall have no liability further authorizes Contractor to use, copy, store, modify and display Customer Data for any incidental, indirect, consequential, special, or exemplary damages or losses which purposes of providing the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known System to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) Consumers and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itCustomer.

Limitation of Liability. Administrator You may rely on information reasonably believed by it you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunderapplicable law, neither Administrator you nor its shareholdersyour directors, officers, directorsemployees, employeesshareholders, members, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust Company in connection with, any error or of judgment, mistake of law, any act or omission in connection connected with or arising out of any services rendered under under, or payments made pursuant to to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the your duties of Administrator under this Agreement Agreement, or by reason of reckless disregard by any of such persons of the your obligations and duties of Administrator under this Agreement. FurtherThe Company may rely on information reasonably believed by the Company to be accurate and reliable. Except as may otherwise be required by applicable law, in no event neither the Company, its directors, officers, shareholders, agents, control persons or affiliates of any thereof shall Administrator be liable under subject to any provision ofliability for, or any damages, expenses or losses incurred by you in connection with, this agreement (regardless any error of whether a claim is based on contractjudgment, tortmistake of law, any act or omission connected with or arising out of any services rendered under, or otherwise) for payments made pursuant to, this Agreement or any damages other than actual and direct damagesmatter to which this Agreement relates, and Administrator shall have no liability for except by reason of willful misfeasance, bad faith or gross negligence on the part of any incidental, indirect, consequential, specialsuch persons in connection with this Agreement, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility by reason of reckless disregard by any of such damages was known to Administrator in advancepersons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder shareholder, member or agent of Administratoryou, who may be or become an a director, officer, trustee, employee or agent of the TrustCompany, shall be deemed, when rendering services to the Trust Company or acting on any business of the Trust Company (other than services or business in connection with Administrator’s your duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) Company and not as a director, officer, employee, shareholder shareholder, member, or agentagent of you, or one under the your control or direction of Administratordirection, even though paid by ityou.

Limitation of Liability. Administrator may rely on information reasonably believed by it to The Investment Adviser shall not be accurate and reliable. Except as may otherwise be required liable for any error of judgment or mistake of law or for any loss suffered by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission Portfolios in connection with or arising out the performance of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesAgreement, except by reason a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of any such persons the Investment Adviser in the performance of the its duties of Administrator under this Agreement or by reason of from reckless disregard by any it of such persons of the its obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a directoran officer, officerDirector, partner, employee, shareholder or agent of Administratorthe Investment Adviser, who may be or become an officer, trustee, Director, employee or agent of the TrustCompany, shall be deemed, when rendering services to the Trust Company or acting on any business of the Trust Company (other than services or business in connection with Administrator’s the Investment Adviser's duties hereunderhereunder or under any other agreements between the Investment Adviser and the Company), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) Company and not as a directoran officer, officerDirector, partner, employee, shareholder or agent, agent or one under the control or direction of Administrator, the Investment Adviser even though paid by it. The Company agrees to indemnify and hold the Investment Adviser harmless from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Act of 1933, the 1934 Act, the 1940 Act and any state and foreign securities and blue sky laws, as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which the Investment Adviser takes or does or omits to take or do hereunder; provided that the Investment Adviser shall not be indemnified against any liability to the Company or to its shareholders (or any expenses incident to such liability) arising out of a breach of fiduciary duty with respect to the receipt of compensation for services, willful misfeasance, bad faith, or gross negligence on the part of the Investment Adviser in the performance of its duties, or from reckless disregard by it of its obligations and duties under this Agreement.

Limitation of Liability. Administrator may rely on information reasonably believed by it to shall not be accurate and reliable. Except as may otherwise be required liable for any loss suffered by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission Funds in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter the matters to which this Agreement relates, except by reason of for a loss resulting from willful misfeasance, bad faith or gross negligence on the its part of any such persons in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Trust agrees to indemnify and hold harmless Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to Administrator's actions taken or nonactions with respect to the duties performance of Administrator services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests, given or made to Administrator by reason the Trust or the investment adviser and on any records provided by any fund accountant (other than Administrator) or custodian thereof; provided, that this indemnification shall not apply to actions or omissions of Administrator in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; and further provided, that prior to confessing any claim against it which may be the subject of such persons this indemnification, Administrator shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Administrator. Administrator agrees to indemnify and hold harmless the Trust, its agents, Trustees, officers and nominees from and against any and all actions, suits, demands and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to Administrator's bad faith, willful misfeasance, negligence, or reckless disregard by it of its obligations and duties with respect to the performance of Administrator services under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officerpartner, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee officer or agent Trustee of the Trust, Trust shall be deemed, when rendering services to the Trust in the capacity of an officer or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder)Trustees, to be rendering such services to acting as an officer or acting solely for Trustee, as the Trust (other than services or business in connection with Administrator’s duties hereunder) case may be, and not as a director, officerpartner, employee, shareholder or agent, agent of Administrator or one under the control or direction of Administrator, Administrator even though paid by it.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) A Trustee shall be subject liable for his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to any the meaning and operation of this Declaration of Trust, and shall be under no liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, for any act or omission in connection accordance with such advice or arising out for failing to follow such advice. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any services rendered under officer, agent, employee, Manager or payments made pursuant to this Agreement principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other matter Trustee, but, for so long as the Trust is registered as an investment company under the 1940 Act and as long required by Section 17(h) of the 1940 Act, nothing herein contained shall protect any Trustee against any liability to which this Agreement relates, except he would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreementhis office. FurtherEvery note, in no event shall Administrator be liable under any provision ofbond, or in connection with, this agreement (regardless of whether a claim is based on contract, tortinstrument, certificate or otherwise) for any damages undertaking and every other than actual and direct damagesact or thing whatsoever issued, and Administrator shall have no liability for any incidental, indirect, consequential, special, executed or exemplary damages done by or losses which the Fund may incur or suffer, whether or not the likelihood or possibility on behalf of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on the Trustees or any business of the Trust (other than services or business them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall be conclusively deemed to have been issued, executed or business done only in connection or with Administrator’s duties hereunder) respect to their or his capacity as Trustees or Trustee, and such Trustees or Trustee shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate The obligations of Party B under this Agreement, and reliable. Except as may otherwise be required in respect of the Transaction evidenced by the 1940 Act Confirmation, are expressly limited to the extent of funds, if any, made available for such payment to Party B under, and in accordance with, the priorities of payments set forth in Sections 3.2 and 3.5 of the Intercreditor Agreement. No recourse under any obligation, covenant or agreement of Party B contained in this Agreement or the rules thereunderConfirmation shall be had against any incorporator, neither Administrator nor its shareholdersstockholder, agent, affiliate, officer, employee or trustee of Party B, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of Party B contained in this Agreement or the Confirmation are solely trust obligations of Party B and that no personal liability whatsoever shall attach to or be incurred by the incorporators, stockholders, agents, affiliates, officers, directorsemployees or trustees of Party B, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability foras such, or any damagesof them, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of the obligations, covenants or agreements of Party B contained in this Agreement or the Confirmation and that any and all personal liability of every such persons incorporator, stockholder, agent, affiliate, officer, employee or trustee of the obligations and duties Party B for breaches by Party B of Administrator under this Agreement. Furtherany such obligation, in no event shall Administrator be liable under any provision ofcovenant or agreement, which liability may arise either at common law or in connection withat equity, this agreement (regardless of whether a claim is based on contract, tortby statute or constitution, or otherwise) , is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided, however, that nothing in this paragraph shall relieve any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trustforegoing persons from any liability which any such person may otherwise have for his/her or its gross negligence or willful misconduct or, shall be deemed, when rendering services with respect to the Trust handling or acting on any business transfer of the Trust (other than services or business in connection with Administrator’s duties hereunder)funds, to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itordinary negligence.

Limitation of Liability. Administrator Nottingham may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator Nottingham nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Nottingham Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator Nottingham under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator Nottingham under this Agreement. Further, in no event shall Administrator Nottingham be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator Nottingham shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator Nottingham in advance. Any person, even though also a director, officer, employee, shareholder or agent of AdministratorNottingham, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with AdministratorNottingham’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with AdministratorNottingham’s duties hereunder) ), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder or agent, or one under the control or direction of AdministratorNottingham, even though paid by it.

Limitation of Liability. Administrator may rely (a) For the purpose of this Article, "Agent" means any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "Expenses" include without limitation attorneys' fees and any expenses of establishing a right to indemnification under this Article. (b) An Agent shall be liable to the Trust and to any Shareholder for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, for such Agent's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Agent (such conduct referred to herein as "Disqualifying Conduct"), and for nothing else. (c) Subject to subsection (b) of this Section 1 and to the fullest extent that limitations on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required the liability of Agents are permitted by the 1940 Act DSTA, the Agents shall not be responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any act or affiliates omission of any thereof other Agent of the Trust or any Investment Adviser or Principal Underwriter of the Trust. (collectivelyd) No Agent, when acting in its respective capacity as such, shall be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in subsections (b) and (c) of this Section 1, for any act, omission or obligation of the Trust or any Trustee thereof. (e) Each Trustee, officer and employee of the Trust shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by the Investment Adviser, the “Administrator Employees”) Principal Underwriter, any other Agent, selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, the By-Laws, applicable law and their respective duties as officers or Trustees. No such officer or Trustee shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, liable for any act or omission in connection accordance with such advice, records and/or reports and no inference concerning liability shall arise from a failure to follow such advice, records and/or reports. The officers and Trustees shall not be required to give any bond hereunder, nor any surety if a bond is required by applicable law. (f) The failure to make timely collection of dividends or arising out of any services rendered under interest, or payments made pursuant to this Agreement take timely action with respect to entitlements, on the Trust's securities issued in emerging countries, shall not be deemed to be negligence or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence fault on the part of any Agent, and no Agent shall have any liability for such persons failure or for any loss or damage resulting from the imposition by any government of exchange control restrictions which might affect the liquidity of the Trust's assets or from any war or political act of any foreign government to which such assets might be exposed, except, in the performance case of a Trustee or officer, for liability resulting from such Trustee's or officer's Disqualifying Conduct. (g) The limitation on liability contained in this Article applies to events occurring at the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether time a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, Person serves as an Agent whether or not such Person is an Agent at the likelihood time of any Proceeding in which liability is asserted. (h) No amendment or possibility repeal of this Article shall adversely affect any right or protection of an Agent that exists at the time of such damages was known to Administrator in advanceamendment or repeal. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itSection 2.

Limitation of Liability. Administrator may rely on information reasonably believed No Member, Manager or officer has guaranteed nor shall it have any obligation with respect to the return of a Member’s Capital Contributions, and no Member, Manager or officer has guaranteed profits from the operation of the Company. No Member or any of its Affiliates, nor any Manager or officer shall be liable to the Company or to any other Member for any loss or damage sustained by it the Company or any other Member arising from any actions taken or omitted to be accurate and reliable. Except taken in its capacity as may otherwise be required a Member, Manager or officer, except for any loss or damage directly resulting from fraud, gross negligence or willful misconduct by the 1940 Act such Member or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agentsagents or Affiliates, control persons or affiliates such Manager or officer (such fraud, gross negligence or willful misconduct having been determined by a final and non-appealable judgment entered by a court of any thereof (collectivelycompetent jurisdiction) which has a material adverse financial impact on the Company, the “Administrator Employees”) it being specifically agreed that no Member, Manager or officer shall be subject liable for its own ordinary, joint or concurrent negligence of such Member or its officers, directors, employees, agents or Affiliates, or such Manager or officer. In no event shall any Member or its officers, directors, employees, agents or Affiliates, or such Manager or officer be liable to the Company or to any liability for, other Member for any Consequential Damages sustained by the Company or any damagesother Member. Each Member, expenses Manager and officer shall be entitled to rely in good faith upon the records of the Company and upon such information, opinions, reports or losses incurred statements presented to the Company by any Person as to matters the Trust Member, Manager or officer reasonably believes are within such Person’s professional competence or expertise, including financial statements or other financial data prepared or presented in connection withaccordance with the provisions of the Act, any error or judgment, mistake of law, and any act taken or omission omitted in connection with reliance thereon shall be conclusively presumed to have been done or arising out omitted in good faith and in accordance therewith. Notwithstanding any other provision of any services rendered under or payments made pursuant to this Agreement or any duty otherwise existing at Law or in equity, the parties hereby agree that each Member, the Managers, the officers and their Affiliates shall owe, to the maximum extent permitted by Law, including Section 18-1101 of the Act, no fiduciary duties to the Company, the other matter to which Members or any other Person bound by this Agreement relatesand any standard of care and duty otherwise imposed on any Member, except Manager, officer or their Affiliates by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or under the Act or any applicable Law shall be eliminated to the fullest extent permitted by reason Law. The provisions of reckless disregard this Agreement, including Sections 7.11 and 7.12, to the extent that they restrict or eliminate fiduciary and other duties of Members, Managers, officers or Affiliates to the Company or its Members otherwise existing at law or in equity, are agreed by any the parties hereto to replace such other duties and liabilities of such persons of the obligations and duties of Administrator under this Agreement. FurtherMembers, in no event shall Administrator be liable under any provision ofManagers, officers or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itAffiliates.

Limitation of Liability. Administrator may rely The Bank of New York (Delaware) acts on information reasonably believed by it to be accurate behalf of the Issuer solely as Owner Trustee hereunder and reliable. Except as may otherwise be required by the 1940 Act or the rules thereundernot in its individual capacity, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of and all Persons having any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by claim against the Trust in connection with, any error or judgment, mistake by reason of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to the transactions contemplated by this Agreement agreement or any other matter Transaction Document shall look only to which the Trust Estate under the Trust Agreement for payment or satisfaction thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement relatesagreement, except any other Transaction Document or the Notes, or of any Contract or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Contract, or the perfection and priority of any security interest created by reason of willful misfeasance, bad faith any Contract in any Equipment or gross negligence on the part maintenance of any such persons in perfection and priority, or for or with respect to the performance sufficiency of the duties of Administrator Trust Estate under this the Trust Agreement or by reason its ability to generate the payments to be distributed to the Certificateholder under the Trust Agreement or the Noteholders under the Indenture, including, without limitation, the existence, condition and ownership of reckless disregard by any Equipment; the existence and enforceability of such persons any insurance thereon; the existence and contents of any Contract on any computer or other record thereof; the validity of the obligations and duties assignment of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services Contract to the Trust or acting on of any business intervening assignment; the completeness of any Contract; the performance or enforcement of any Contract; the compliance by the Issuer, the Trust Depositor or the Servicer with any covenant, agreement or other obligation or any warranty or representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation; or any action of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itthe Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee or the Issuer.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act Notwithstanding any other term or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates provision of any thereof (collectivelythis Sublease, the “Administrator Employees”) liability of Sublandlord to Subtenant for any default in Sublandlord’s obligations under this Sublease shall be subject limited to any liability foractual, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator under no circumstances shall have no liability Subtenant, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Sublandlord (or otherwise be indemnified by Sublandlord) for (a) any incidentallosses, indirectcosts, consequentialclaims, specialcauses of action, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business liability incurred in connection with Administrator’s duties hereunder)a failure of Landlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, successors and/or assigns to perform or cause to be rendering such services performed Landlord’s obligations under the Master Lease, except to the extent the same also constitutes a breach by Sublandlord under this Sublease, (b) lost revenues, lost profit or acting solely for the Trust (other than services consequential, special or business punitive damages arising in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agentthis Sublease for any reason, or one (c) any damages or other liability arising from or incurred in connection with the condition of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Subtenant under applicable law. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s shareholders, directors, officers, or partners on account of any of Sublandlord’s obligations or actions under this Sublease. As used in this Sublease, the term “Sublandlord” means the holder of the tenant’s interest under the control Master Lease and “Sublandlord” means the holder of sublandlord’s interest under this Sublease. In the event of any assignment or direction transfer of Administratorthe Sublandlord’s interest under this Sublease, even though paid which assignment or transfer may occur at any time during the Term in Sublandlord’s sole discretion, Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder accruing subsequent to the date of the transfer and it shall be deemed and construed, without further agreement between the parties hereto, that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by itSublandlord hereunder. Sublandlord may transfer and deliver the then existing Letter of Credit to the transferee of Sublandlord’s interest under this Sublease, and thereupon Sublandlord shall be discharged from any further liability with respect thereto. In addition. Sublandlord shall comply with all of its obligations as “Tenant” under the Master Lease except to the extent that any such obligation is the obligation of Subtenant pursuant to the terms of this Sublease. Notwithstanding any other term or provision of this Sublease, the liability of Subtenant to Sublandlord for any default in Subtenant’s obligations under this Sublease shall be limited to actual, direct damages, and under no circumstances shall Sublandlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Subtenant (or otherwise be indemnified by Subtenant) for lost revenues, lost profit or other consequential, special or punitive damages arising in connection with this Sublease for any reason, except for any breach by Subtenant under Section 12 of the Master Lease. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Subtenant’s shareholders, directors, officers, or partners on account of any of Subtenant’s obligations or actions under this Sublease.

Limitation of Liability. The Administrator may rely on information reasonably believed by it to will not be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, liable for any error of judgment or judgment, mistake of law, law or for any act loss suffered by a Fund or omission its shareholders in connection with or arising out the performance of any services rendered its duties under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesAgreement, except by reason of a loss resulting from willful misfeasance, bad faith or gross negligence on the its part of any such persons in the performance of the its duties or from reckless disregard by it of Administrator its duties under this Agreement (“disabling conduct”). The Funds agree to indemnify and hold harmless the Administrator and its shareholders, officers, directors, employees and agents against any liability for any damages, expenses (including the reasonable value of time spent by the Administrator employees) or direct losses reasonably incurred as a result of any failure of the Fund to comply with the 1940 Act, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, and other legal requirements, and with its investment policies and limitations as in effect, or as a result of the Administrator’s acting as an administrator pursuant to this Agreement, and not resulting from disabling conduct; provided that nothing herein shall constitute a waiver or limitation of any rights which the Funds may have under applicable securities or other laws; and provided further that the Administrator and its shareholders, officers, directors, employees and agents shall only be entitled to indemnification hereunder to the extent consistent with the 1940 Act. The Administrator shall indemnify and hold harmless the Funds and their Trustees, officers and agents from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Funds in or by reason of reckless disregard any claim, demand, action, suit, investigation or other proceeding (including an action or suit by any of such persons or in the right of the obligations and duties Funds or their shareholders) arising out of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is otherwise based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which upon the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s (including for this purpose any person to whom the Administrator has delegated any duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties obligations hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itdisabling conduct.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. (a) Except as may otherwise be required provided herein, in an agreement entered into by such Person and the 1940 Act Company or by applicable law, none of (i) the rules thereunderManaging Member, neither Administrator nor its shareholders(ii) any manager, officersofficer, directorsdirector, employeesprincipal, agentsmember, control persons employee, agent or affiliates Affiliate of any thereof the Managing Member or (collectively, iii) affiliated entities of the “Administrator Employees”) Managing Member’s principal executives or directors shall be subject liable to the Company or to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, Member for any act or omission performed or omitted by the Managing Member in connection with its capacity as the Managing Member pursuant to authority granted to such Person by this Agreement; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or arising out omission was attributable to such Person’s gross negligence, willful misconduct or knowing violation of law, for any present or future breaches of any services rendered representations, warranties or covenants by such Person or its Affiliates contained herein with respect to any rights of the Company under or payments made pursuant any other agreements between the Managing Member and the Company. The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and none of the Managing Member or any other matter to which this Agreement relatesmanager, except by reason officer, director, principal, member, employee, agent or Affiliate of willful misfeasance, bad faith the Managing Member shall be responsible for any misconduct or gross negligence on the part of any such persons agent appointed by the Managing Member (so long as such agent was selected in good faith and with reasonable care). The Managing Member shall be entitled to rely upon the performance advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the duties of Administrator under this Agreement or by reason of reckless disregard by any of Managing Member in good faith reliance on such persons of the obligations and duties of Administrator under this Agreement. Further, advice shall in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no subject the Managing Member to liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust Company or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itMember.

Limitation of Liability. Administrator may rely on information reasonably believed by it No personal liability for any debt or obligation of the Company or any Series shall attach to any Trustee, Member, officer, employee or authorized person of the Company. Without limiting the foregoing, a Trustee shall not be accurate and reliable. Except as may otherwise be required by the 1940 Act responsible for or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any neglect or affiliates wrongdoing of any thereof (collectivelyofficer, agent, employee, investment adviser, subadviser, authorized person, principal underwriter or custodian of the “Administrator Employees”) shall be subject to any liability for, Company or any damagesSeries, expenses nor shall any Trustee be responsible or losses incurred by liable for the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant other Trustee. In addition, a Trustee is not obligated to this Agreement or supervise those persons. Nothing contained herein shall protect any other matter Trustee against any liability to which this Agreement relates, except such Trustee would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his office. Every note, bond, contract, instrument, certificate, Membership Interest or undertaking and every other act or thing whatsoever executed or done by reason or on behalf of reckless disregard by the Company or the Trustees or any of them in connection with the Company shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Member shall be personally liable thereon. All persons extending credit to, contracting with or having any claim against the Company or any applicable series of the obligations Company shall look only to the assets of the Company or the applicable series of the Company, as the case may be, for payment under such credit, contract or claim; and duties neither the Member nor the Trustees, nor any of Administrator under this Agreement. Furtherthe Company's officers, in no event shall Administrator be liable under any provision ofemployees, authorized persons or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or sufferagents, whether past, present or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trustfuture, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itpersonally liable therefor.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by No Trustee, officer, employee or agent of the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Trust shall be subject to any liability forwhatsoever to any person in connection with Trust property or the affairs of the Trust, and no Trustee shall be responsible or liable in any damagesevent for any neglect or wrongdoing of any officer, expenses agent, employee, Manager or losses incurred by principal underwriter of the Trust in connection with, any error or judgment, mistake of law, any for the act or omission in connection with or arising out of any services rendered under other Trustee. For the sake of clarification and without limiting the foregoing, the appointment, designation or payments made pursuant to this Agreement identification of a Trustee as the chairman of the Board, the lead or assistant lead independent Trustee, a member or chairman of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert) or as having any other matter special appointment, designation or identification shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee’s rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Nothing in this Agreement relatesDeclaration of Trust, except including without limitation anything in this Article VII, Section 2, shall protect any Trustee, officer, employee or agent of the Trust against any liabilities to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his, her or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, its office or in connection with, this agreement (regardless of whether a claim is based position with or on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent behalf of the Trust. Every note, shall be deemedbond, when rendering services to contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or acting on the Trustees or any business of the Trust (other than services or business them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall be conclusively deemed to have been issued, executed or business done only in connection or with Administrator’s duties hereunder) respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate Each Person who is or was (i) a Manager or an Investment Adviser, or (ii) an affiliate, associate, officer, employee or trustee of a Manager or of an Investment Adviser, (iii) an officer or employee of the Fund or (iv) a manager, director, officer or employee of BRC, BIC or any other Subsidiary (each, a "Covered Person", and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for"Covered Persons"), or any damages, expenses or losses incurred by the Trust when acting in connection with, any error or judgment, mistake of law, any act or omission their respective capacities in connection with the business or arising out affairs of any services rendered under or payments made pursuant to this Agreement the Fund, BRC, BIC or any other matter Subsidiary, shall not be liable to which any Person (including, without limitation, the Fund or a Shareholder) for any act, omission or obligation of the Fund, BRC, BIC, any other Subsidiary, Manager, Investment Adviser or Covered Person or for breach of any duty to the Fund, BRC, BIC or any other Subsidiary. Notwithstanding anything in this Agreement relatesto the contrary, except the Manager and the Investment Adviser shall not be responsible or liable to the Fund or a Shareholder in any event for any mistake, error, neglect, wrongdoing or breach of duty of any Covered Person or for losses attributable thereto, nor shall any Manager, Investment Adviser or Covered Person be liable or responsible to the Fund or a Shareholder for the act, omission, obligation or breach of duty of any other Manager, Investment Adviser or Covered Person; provided that nothing in this paragraph shall be deemed to exonerate a Manager, Investment Adviser or Covered Person from liability to the Fund or any Shareholder who has been finally adjudicated by a court or other body before which a proceeding was brought not to have acted in good faith in the reasonable belief that his action was in the best interest of the Fund and to be liable to the Fund or to such Shareholder by reason of willful misfeasancethereof. Each Covered Person shall, bad faith or gross negligence on the part of any such persons in the performance of the such Covered Person's duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood Fund would have the power to indemnify such Covered Person against liability), be fully and completely justified and protected with regard to any act or possibility failure to act resulting in or from reliance in good faith upon (i) the provisions of this Agreement or of the By-Laws, (ii) the books of account or other records of the Fund, BRC, BIC or any other Subsidiary, (iii) advice of counsel, or (iv) information, opinions, statements or reports made, presented or given to the Fund, BRC, BIC or any other Subsidiary, the Manager or the Investment Adviser by any of their respective officers or employees or by any attorney, accountant, appraiser, expert, consultant or other Person selected with reasonable care by or on behalf of the Manager or the Investment Adviser. The Manager, the Investment Adviser and all other Covered Persons shall not be personally liable for the payment or repayment of any amounts standing in the account of a Shareholder including, but not limited to, the Capital Contributions of such damages was known to Administrator in advanceShareholder. Any personsuch payment or repayment, even though also a director, officer, employee, shareholder or agent of Administrator, who may if required to be or become an officer, trustee, employee or agent of the Trustmade, shall be deemedmade solely from the assets of the Fund. In addition, when rendering services the Manager, the Investment Adviser and all other Covered Persons shall not be liable to the Trust Fund or acting any Shareholder by reason of (i) any tax liabilities incurred by the Shareholders (including, without limitation, as a result of their contribution of securities to the Fund in exchange for Shares or upon the exchange of such securities from the Fund into the Company or from the Company into the Portfolio or as a result of any sale or distribution of any such securities); (ii) any failure to withhold income tax under federal or state tax laws with respect to income or gains allocated to the Shareholders; (iii) any change in the federal or state tax laws or regulations or in the interpretations thereof as they may apply to the Fund, BRC, BIC, any other Subsidiary, the Company, the Portfolio or the Shareholders, whether such change or interpretation occurs through legislative, judicial or administrative action; or (iv) any failure of BRC or any other Subsidiary to qualify as a real estate investment trust under the Code. Every note, bond, agreement, instrument, certificate, Share, undertaking or other document and every other act or thing whatsoever executed or done by the Manager, the Investment Adviser or a Covered Person or any of them on any business behalf of the Trust (other than services or business Fund, in connection with Administrator’s the Fund's business, shall be deemed conclusively to have been executed or done only in such Person's capacity as Manager, Investment Adviser or Covered Person, and such Manager, Investment Adviser or Covered Person shall not be personally liable thereon to any Person. To the extent that, at law or in equity, the Manager, the Investment Adviser or a Covered Person has duties hereunder)(including fiduciary duties) and liabilities relating thereto, whether to be rendering such services the Fund, BRC, BIC or any Subsidiary or to the Shareholders, the Manager, Investment Adviser or Covered Person acting solely for the Trust (other than services or business in connection with Administrator’s the business or affairs of the Fund, BRC, BIC or any other Subsidiary shall not be liable to the Fund or to any Shareholder for such Manager's, Investment Adviser's or Covered Person's good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict, limit or eliminate the duties hereunder) and not as liabilities of the Manager, the Investment Adviser or a directorCovered Person otherwise existing at law or in equity, officerare agreed by the Shareholders to replace such other duties and liabilities of the Manager, employee, shareholder Investment Adviser or agent, or one under the control or direction of Administrator, even though paid by itCovered Person.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by No Trustee, officer, employee or agent of the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Trust shall be subject to any liability forwhatsoever to any person in connection with Trust property or the affairs of the Trust, and no Trustee shall be responsible or liable in any damagesevent for any neglect or wrong-doing of any officer, expenses agent, employee, Manager or losses incurred by principal underwriter of the Trust in connection with, any error or judgment, mistake of law, any for the act or omission in connection with or arising out of any services rendered under other Trustee. For the sake of clarification and without limiting the foregoing, the appointment, designation or payments made pursuant to this Agreement identification of a Trustee as the chairman of the Board, the lead or assistant lead independent Trustee, a member or chairman of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert) or as having any other matter special appointment, designation or identification shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee’s rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) he held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Nothing in this Agreement relatesDeclaration of Trust, except including without limitation anything in this Article VII, Section 2, shall protect any Trustee, officer, employee or agent of the Trust against any liabilities to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his, her or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, its office or in connection with, this agreement (regardless of whether a claim is based position with or on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent behalf of the Trust. Every note, shall be deemedbond, when rendering services to contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or acting on the Trustees or any business of the Trust (other than services or business them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall be conclusively deemed to have been issued, executed or business done only in connection or with Administrator’s duties hereunder) respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely on information reasonably believed To the fullest extent permitted by it to be accurate law, the Administrator, its members and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, their respective officers, directorsmanagers, partners, agents, employees, agentscontrolling persons, control persons members, and any other person or affiliates entity affiliated with any of any thereof them (collectively, the “"Indemnified Parties"), shall not be liable to the Company for any action taken or omitted to be taken by the Administrator Employees”) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company, except as otherwise provided herein, and the Company shall, to the fullest extent permitted by law, indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including the Indemnified Parties (each of whom shall be subject to any liability for, or any deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses or losses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Trust Indemnified Parties in connection withor by reason of any pending, any error threatened or judgmentcompleted action, mistake suit, investigation or other proceeding (including an action or suit by or in the right of law, any act the Company or omission in connection with or its security holders) arising out of or otherwise based upon the performance of any services rendered of the Administrator's duties or obligations under or payments made pursuant to this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Section 4.1 to the contrary and in accordance with Section 17(i) of the Investment Company Act, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any other matter liability to the Company or its security holders to which this Agreement relates, except the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the Administrator's duties of Administrator under this Agreement or by reason of the reckless disregard by any of such persons of the Administrator's duties and obligations and duties of Administrator under this Agreement. FurtherAgreement (to the extent applicable, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which as the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, same shall be deemed, when rendering services to determined in accordance with the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunderInvestment Company Act), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may rely on information The Portfolio Manager shall not be liable for any action taken, omitted or suffered to be taken by it in its reasonable judgment, in good faith and reasonably believed by it to be accurate and reliable. Except as may otherwise be required authorized or within the discretion or rights or powers conferred upon it by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability forthis Agreement, or any damagesin accordance with (or in the absence of) specific directions or instructions from the Fund, expenses provided, however, that such acts or losses incurred by omissions shall not have resulted from the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of Portfolio Manager s willful misfeasance, bad faith or gross negligence, a violation of the standard of care established by and applicable to the Portfolio Manager in its actions under this Agreement or breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Portfolio Manager from liability in violation of Section 17(i) of the Act). Except as may otherwise be provided by the Act or any other federal securities law, the Portfolio Manager shall indemnify and hold harmless the Fund Manager and the Fund, and their officers and employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, the Fund Indemnitees ) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund Indemnitees may become subject at common law or otherwise, arising out of the Portfolio Manager s action or inaction or based on this Agreement; provided however, the Portfolio Manager shall not indemnify or hold harmless the Fund Indemnittees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Fund or the Trust of a Fund representation or warranty made herein, or (ii) any willful misconduct, fraud, reckless disregard or gross negligence on of the part of any such persons Fund or the Trust in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the their duties or obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. Administrator may Notwithstanding anything contained herein to the contrary, to the fullest extent permitted by applicable law from time to time, neither the Managing Member nor any Officer shall have any liability to the Company or any Member by reason of being or having been Managing Member or an Officer, provided that this Section 5.3 shall not affect such Person’s liability if an adverse judgment or other final adjudication establishes that his acts or omissions were in bad faith or involved recklessness or willful misconduct, or he gained financial or other advantages to which he was not entitled. In performing his duties, each Managing Member and Officer shall be entitled to rely on information reasonably believed information, opinions, reports, or statements, including financial statements, in each case prepared or presented by it one or more other Managing Member or Officers or agents or employees of the Company, or counsel, public accountants, or other Persons, as to matters that the Managing Member or Officer believes to be accurate within their respective professional or expert competence. A Managing Member or Officer shall not be liable for omitting to do any act which the Managing Member or Officer is not specifically required to do under this Agreement, and reliable. Except as may otherwise be required by shall have no obligation or liability, express or implied, to the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectivelyCompany, the “Administrator Employees”) shall be subject to any liability forMembers, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesPerson, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons as specifically set forth in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. FurtherAny action taken or omitted to be taken by the Managing Member or Officer shall be deemed for all purposes hereof and otherwise to have been in the best interest of the Company, taken or omitted to be taken in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagesgood faith, and Administrator to constitute neither recklessness nor willful misconduct unless proven by clear and convincing evidence to have been otherwise. To the fullest extent permitted by law, no obligation to act in good faith hereunder shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which restrict the Fund may incur or suffer, whether or not Managing Member’s and Officers’ complete discretion with respect to the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent operations and transactions of the TrustCompany and, if an obligation to act in good faith is imposed by law as to any action, each of the actions of the Managing Member or Officer shall be deemed, when rendering services deemed to be in good faith in the absence of clear and convincing evidence to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itcontrary.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise provided by applicable laws, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and no Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a Member or acting as a Member of the LLC; provided that a Member shall be required by to return to the 1940 Act LLC any distribution made to it in clear and manifest accounting or similar error. The immediately preceding sentence shall constitute a compromise to which all Members have consented within the meaning of the Delaware Act. Notwithstanding anything contained herein to the contrary, the failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the rules thereunderDelaware Act shall not be grounds for imposing personal liability on the Members for liabilities of the LLC. Each Member’s liability shall be limited as set forth in this Agreement, neither Administrator nor its shareholdersthe Delaware Act and other applicable law. To the fullest extent permitted under the Delaware Act, no Director, Member, Officer or manager of the LLC (including each Affiliate of such Director, Member, Officer, or manager and each of their respective employees, directors, officers, directorsadvisors, employees, or agents, control persons or affiliates of any thereof (collectivelyeach, the a “Administrator EmployeesCovered Person”) shall be subject liable to the LLC or to any liability forof the Members for any losses, claims, damages or any damages, expenses liabilities arising (i) by reason of being or losses incurred by the Trust in connection with, any error having been a Covered Person or judgment, mistake of law, (ii) from any act or omission performed or omitted by the Covered Person in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or the LLC’s business or affairs (including any error in judgment in making any investment decisions), including losses due to the negligence of other matter to which this Agreement relatesagents of the LLC, except by reason of for any losses, claims, damages or liabilities primarily attributable to such Covered Person’s willful misfeasancemisconduct, bad faith or gross negligence on the part negligence, as finally determined by a court of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision ofcompetent jurisdiction, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid otherwise required by itlaw.

Limitation of Liability. Administrator may rely on information reasonably believed by it to A Trustee, when acting in such capacity, shall not be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject personally liable to any liability forperson other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, Trustee. A Trustee shall not be liable for any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter conduct whatsoever in his capacity as Trustee, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which this Agreement relates, except he would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series of the Trust for payment under such credit, contract, or claim; and neither the Trustees nor the Shareholders, nor any of the Trust's officers, employees, or agents, whether past, present, or future, shall be personally liable therefor. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees' discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on liability of Series exists and such note, bond, contract, instrument, certificate or undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by a Trustee or Trustees in such capacity and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only on the part assets and property of the Trust or Series thereof, and may contain such further recital as such Person or Persons deem appropriate. The omission of any such persons in the performance of the duties of Administrator under this Agreement notice or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, recital shall in no event shall Administrator be liable under way operate to bind any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a directorTrustee, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itShareholder individually.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate (a) The execution and reliable. Except as may otherwise be required delivery of this contract has been duly authorized by the 1940 Act Board of Trustees of the Trust and executed on behalf of the Trust by the undersigned officer, in that officer's capacity as an officer of the Trust. The obligations under this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer or the rules thereundershareholder individually. (b) AIS, neither Administrator nor its shareholdersdirectors, officers, directors, employees, agents, control persons shareholders and agents shall not be liable for any error of judgment or affiliates mistake of law or for any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred loss suffered by the Trust in connection with, any error or judgment, mistake with the performance of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesAgreement, except by reason of a loss resulting from willful misfeasance, bad faith faith, or gross negligence or reckless disregard on the part of any such persons AIS in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the its obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwisec) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of AdministratorAIS, who may be or become an officer, trustee, employee or agent of the Trust, Trust shall be deemed, when rendering services to the Trust such entity or acting on any business of the Trust such entity (other than services or business in connection with Administrator’s AIS's duties hereunderunder the Agreement), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agentagent of, or one under the control or direction of Administrator, AIS even though paid such person receives compensation from AIS. (d) Notwithstanding any other provision of this Agreement, the Trust shall indemnify and hold harmless AIS, its directors, officers, employees, shareholders and agents from and against any and all claims, demands, expenses and liabilities (whether with or without basis in fact or law) of any and every nature which AIS may sustain or incur or which may be asserted against AIS by itany person by reason of, or as a result of: (i) any action taken or omitted to be taken by AIS in good faith; (ii) any action taken or omitted to be taken by AIS in good faith in reliance upon any certificate, instrument, order or stock certificate or other document reasonably believed by AIS to be genuine and to be signed, countersigned or executed by any duly authorized person, upon the oral instructions or written instruction of an authorized person of the Trust or upon the opinion of legal counsel for the Trust; or (iii) any action taken or omitted to be taken by AIS in connection with its appointment in good faith in reliance upon any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed. Indemnification under this subparagraph shall not apply, however, to actions or omissions of AIS or its directors, officers, employees, shareholders or agents in cases of its or their own negligence, misconduct, bad faith, or reckless disregard of its or their own duties hereunder. (e) AIS shall give written notice to the Trust within ten (10) business days of receipt by AIS of a written assertion or claim of any threatened or pending legal proceeding which may be subject to this indemnification. The failure to notify the Trust of such written assertion or claim shall not, however, operate in any manner whatsoever to relieve the Trust of any liability arising under this Section or otherwise, unless such failure prejudices the Trust. (f) For any legal proceeding giving rise to this indemnification, the Trust shall be entitled to defend or prosecute any claim in the name of AIS at its own expense and through counsel of its own choosing if it gives written notice to AIS within thirty (30) business days of receiving notice of such claim. Notwithstanding the foregoing, AIS may participate in the litigation at its own expense through counsel of its own choosing. If the Trust does choose to defend or prosecute such claim, then the Parties shall cooperate in the defense or prosecution thereof and shall furnish such records and other information as are reasonably necessary. (g) The terms of this Section 8 shall survive the termination of this Agreement.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunderprovided in this Agreement, neither Administrator a Member,[ Manager,] Officer, nor its shareholdersagent of the Company shall be personally liable for, officersthe debts, directorsobligations, employeesliabilities or expenses of the Company or each other, agentswhether arising in contract, control persons tort or affiliates otherwise. Right to Indemnification To the fullest extent permitted by the laws of New York, as the same exists or may hereafter be amended, but, in the case of any thereof (collectivelysuch amendment, only to the “Administrator Employees”) extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment the Company shall be subject to any liability forindemnify and hold harmless each Member[, Manager], Officer, agent or any damagesemployee of the Company, expenses against all costs, liabilities, claims, expenses, including reasonable attorneys’ fees, and damages paid or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission such person in connection with the conduct of the Company’s business; and each such person; and each person who at any time is, or arising out has been, a Member[, Manager], Officer, agent or employee of the Company, and is threatened to be, or is, made a party to any services rendered under action, suit or payments made pursuant to this Agreement proceeding, whether civil, criminal, administrative or any other matter to which this Agreement relatesinvestigative, except by reason of willful misfeasancethe fact that such person is, bad faith or gross negligence on was, a Member[, Manager], Officer, agent or employee of the part Company, or is serving, or has served, at the request of the Company as a manager, director officer, member, employee of an Entity, shall be indemnified against all costs, liabilities, claims, expenses, including reasonable attorneys’ fees, and damages actually and reasonably incurred in connection with any such pending, threatened, or completed action, suit or proceeding. \ Non-Exclusivity The rights of any such persons in the performance of the duties of Administrator person entitled to be indemnified under this Agreement Article X, set forth in this Article X, shall not be exclusive of any other rights to which such person may have or hereafter acquire from time to time under any statute, agreement, or by reason approval of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, Members[ or in connection with, this agreement (regardless of whether a claim is based on contract, tortdisinterested Managers], or otherwise) for , nor shall such rights limit or affect any damages other than actual and direct damagessuch rights Survival All rights of any person entitled to be indemnified under this Article X, and Administrator set forth in this this Article X, shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which survive the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent dissolution of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itCompany.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by No Trustee, officer, employee or agent of the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Trust shall be subject to any liability forwhatsoever to any person in connection with Trust property or the affairs of the Trust, and no Trustee shall be responsible or liable in any damagesevent for any neglect or wrong-doing of any officer, expenses agent, employee, Manager or losses incurred by principal underwriter of the Trust in connection with, any error or judgment, mistake of law, any for the act or omission in connection with or arising out of any services rendered under other Trustee. For the sake of clarification and without limiting the foregoing, the appointment, designation or payments made pursuant to this Agreement identification of a Trustee as the chairman of the Board, the lead or assistant lead independent Trustee, a member or chairman of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert) or as having any other matter special appointment, designation or identification shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustees rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Nothing in this Agreement relatesDeclaration of Trust, except including without limitation anything in this Article VII, Section 2, shall protect any Trustee, officer, employee or agent of the Trust against any liabilities to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his, her or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, its office or in connection with, this agreement (regardless of whether a claim is based position with or on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent behalf of the Trust. Every note, shall be deemedbond, when rendering services to contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or acting on the Trustees or any business of the Trust (other than services or business them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall be conclusively deemed to have been issued, executed or business done only in connection or with Administrator’s duties hereunder) respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act Notwithstanding any other term or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates provision of any thereof (collectivelythis Sublease, the “Administrator Employees”) liability of Sublandlord to Subtenant for any default in Sublandlord’s obligations under this Sublease shall be subject limited to any liability foractual, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator under no circumstances shall have no liability for Subtenant or its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Sublandlord (or otherwise be indemnified by Sublandlord for) (i) any incidentallosses, indirectcosts, consequentialclaims, specialcauses of action, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business liability incurred in connection with Administrator’s duties hereunder)a failure of Landlord or its partners, members, shareholders, directors, agents, officers, employees, contractors, successors and/or assigns to perform or cause to be rendering such services performed Landlord’s Obligations under the Master Lease except to the extent as a result of a Sublandlord default under the Master Lease or acting solely for the Trust this Sublease beyond all applicable notice, grace or cure periods thereunder or hereunder, (ii) lost revenues, lost profit or other than services consequential, special or business punitive damages arising in connection with Administrator’s duties hereunder) and not as a directorthis Sublease for any reason (collectively, officer, employee, shareholder or agent“Consequential Damages”), or one (iii) any damages or other liability arising from or incurred in connection with condition of the Subleased Premises or the suitability of the Subleased Premises for Subtenant’s intended uses. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Subtenant under Applicable Laws. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s or Subtenant’s respective shareholders, directors, officers, members, managers, or partners on account of any of Sublandlord’s or Subtenant’s obligations or actions under this Sublease. In the control event of any assignment or direction transfer of Administratorthe Sublandlord’s interest under this Sublease, even though paid which assignment or transfer may occur at any time during the Term in Sublandlord’s sole discretion, Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder accruing subsequent to the date of the transfer and it shall be deemed and construed, without further agreement between the parties hereto, that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by itSublandlord hereunder. Subtenant shall not be liable to Sublandlord (or otherwise indemnify Sublandlord) for Consequential Damages except in connection with (x) any holdover in which event such damages may include loss of rent, or (y) the violation of any of the provisions of this Sublease relating to Subtenant use of any Hazardous Materials (as defined in Section 4.4.4 of the Master Lease) in violation of Applicable Laws.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by No Trustee, officer, employee or agent of the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) Trust shall be subject to any liability forwhatsoever to any person in connection with Trust property or the affairs of the Trust, and no Trustee shall be responsible or liable in any damagesevent for any neglect or wrong-doing of any officer, expenses agent, employee, Manager or losses incurred by principal underwriter of the Trust in connection with, any error or judgment, mistake of law, any for the act or omission in connection with or arising out of any services rendered under other Trustee. For the sake of clarification and without limiting the foregoing, the appointment, designation or payments made pursuant to this Agreement identification of a Trustee as the chairman of the Board, the lead or assistant lead independent Trustee, a member or chairman of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert) or as having any other matter special appointment, designation or identification shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Nothing in this Agreement relatesDeclaration of Trust, except including without limitation anything in this Article VII, Section 2, shall protect any Trustee, officer, employee or agent of the Trust against any liabilities to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence on the part of any such persons in the performance or reckless disregard of the duties involved in the conduct of Administrator under this Agreement his, her or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, its office or in connection with, this agreement (regardless of whether a claim is based position with or on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent behalf of the Trust. Section 2. Every note, shall be deemedbond, when rendering services to contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or acting on the Trustees or any business of the Trust (other than services or business them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall be conclusively deemed to have been issued, executed or business done only in connection or with Administrator’s duties hereunder) respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely on information reasonably believed by it A Trustee, when acting in such capacity, shall not be personally liable to be accurate and reliable. Except as may any Person, other than the Trust or a Shareholder to the extent provided in this Article VIII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee; provided, however, that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to any Shareholder to which he would otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith faith, gross negligence, or gross negligence on the part of any such persons in the performance reckless disregard of the duties involved in the conduct of Administrator the office of the Trustee hereunder. All persons extending credit to, contracting with or having any claim against the Trust or a particular Series shall look only to the assets of the Trust or such Series for payment under this Agreement such contract or by reason of reckless disregard by claim; and neither the Trustees nor any of such persons of the obligations and duties of Administrator under this Agreement. FurtherTrust's officers, in no event shall Administrator be liable under any provision of, employees or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or sufferagents, whether past, present or not future, shall be personally liable therefor. Provided they have exercised reasonable care and have acted under the likelihood or possibility of such damages was known to Administrator reasonable belief that their actions are in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent the best interest of the Trust, the Trustees and officers of the Trust shall not be deemedresponsible or liable for any act or omission or for neglect or wrongdoing of them or any officer, when rendering services agent, employee, Adviser, or Principal Underwriter of the Trust, but nothing contained in this Declaration of Trust or in the Delaware Act shall protect any Trustee or officer of the Trust against liability to the Trust or acting to Shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on any business behalf of the Trust (other than services or business the Trustees by any of them in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services shall conclusively be deemed to have been executed or business done only in connection or with Administrator’s duties hereunder) respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itbe personally liable thereon.

Limitation of Liability. Administrator may rely (a) For the purpose of this Article, "Agent" means any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director , officer, employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative ; and "Expenses" include without limitation attorneys' fees and any expenses of establishing a right to indemnification under this Article. (b) An Agent shall be liable to the Trust and to any Shareholder for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, for such Agent's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Agent (such conduct referred to herein as "Disqualifying Conduct"), and for nothing else. (c) Subject to subsection (b) of this Section 1 and to the fullest extent that limitations on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required the liability of Agents are permitted by the 1940 Act DSTA, the Agents shall not be responsible or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons liable in any event for any act or affiliates omission of any thereof other Agent of the Trust or any Investment Adviser or Principal Underwriter of the Trust. (collectivelyd) No Agent, when acting in its respective capacity as such, shall be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in subsections (b) and (c) of this Section 1, for any act, omission or obligation of the Trust or any Trustee thereof. (e) Each Trustee, officer and employee of the Trust shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by the Investment Adviser, the “Administrator Employees”) Principal Underwriter, any other Agent, selected dealers, accountants, appraisers or other experts or consultants, regardless of whether such counsel or expert may also be a Trustee, as to matters the Trustee, officer or employee of the Trust reasonably believes are within such Person's professional or expert competence. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, the By-Laws, applicable law and their respective duties as officers or Trustees. No such officer or Trustee shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, liable for any act or omission in connection accordance with such advice, records and/or reports and no inference concerning liability shall arise from a failure to follow such advice, records and/or reports. The officers and Trustees shall not be required to give any bond hereunder, nor any surety if a bond is required by applicable law. (f) The failure to make timely collection of dividends or arising out of any services rendered under interest, or payments made pursuant to this Agreement take timely action with respect to entitlements, on the Trust's securities issued in emerging countries, shall not be deemed to be negligence or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence fault on the part of any Agent, and no Agent shall have any liability for such persons failure or for any loss or damage resulting from the imposition by any government of exchange control restrictions which might affect the liquidity of the Trust's assets or from any war or political act of any foreign government to which such assets might be exposed, except, in the performance case of a Trustee or officer, for liability resulting from such Trustee's or officer's Disqualifying Conduct. (g) The limitation on liability contained in this Article applies to events occurring at the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether time a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, Person serves as an Agent whether or not such Person is an Agent at the likelihood time of any Proceeding in which liability is asserted. (h) No amendment or possibility repeal of this Article shall adversely affect any right or protection of an Agent that exists at the time of such damages was known to Administrator in advance\ amendment or repeal. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itSection 2.

Limitation of Liability. Administrator may rely on information reasonably believed by it CRC agrees to be accurate indemnify and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor hold ----------------------- harmless Midwest (including its shareholdersdirectors, officers, employees, control persons and affiliates) for any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which Midwest or any such person may become subject which (1) may be based upon any wrongful act or omission by CRC or any person acting on behalf of CRC or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement covering the shares of the Fund or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished by CRC. Midwest will indemnify and hold harmless CRC (including its directors, officers, employees, agents, control persons or affiliates of and affiliates) for any thereof (collectivelyand all losses, the “Administrator Employees”) shall be subject to any liability forclaims, or any damages, expenses liabilities or losses incurred by the Trust in connection with, any error or judgment, mistake of law, litigation (including legal and other expenses) arising from any act or omission in connection with of Midwest, except a loss resulting from negligence, willful misfeasance or arising out bad faith of any services rendered under or payments made pursuant to this Agreement CRC or any other matter to which this Agreement relates, except by reason person acting on behalf of willful misfeasance, bad faith or gross negligence on the part of any such persons CRC in the performance of its duties or from the duties of Administrator under this Agreement or by reason of reckless disregard by CRC or any such person of such persons of the its obligations and duties of Administrator under this Agreement. FurtherFor all purposes herein, in no event CRC shall Administrator be liable under any provision ofdeemed to be an independent contractor and shall, except as expressly provided or in connection with, this agreement authorized (regardless of whether a claim is based on contract, tort, herein or otherwise) for any damages other than actual and direct damages), and Administrator shall have no liability authority to act for any incidental, indirect, consequential, special, or exemplary damages or losses which represent the Fund may incur in any way or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may otherwise be or become deemed an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itFund.

Limitation of Liability. Administrator (a) No claim may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required made by the 1940 Act Borrower or any Affiliate thereof or any other Person against any Lender, the rules thereunderAdministrative Agent, neither Administrator nor its shareholdersor their respective Affiliates, members, directors, officers, directors, employees, agentsincorporators, control persons attorneys or affiliates agents for any special, indirect, consequential or punitive damages in respect of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, claim for breach of contract or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake other theory of law, any act or omission in connection with or liability arising out of any services rendered under or payments made pursuant related to the transactions contemplated by this Agreement or any other matter Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Credit Parties hereby waives, releases, and agrees not to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of sue upon any claim for any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not accrued and whether or not known or suspected to exist in its favor. None of the likelihood Lenders, the Administrative Agent, and their respective Affiliates shall have any liability to the Borrower or possibility any Affiliate thereof or any other Person asserting claims on behalf of or in right of the Borrower or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Credit Parties or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Lender or the Administrative Agent or any of their respective Affiliates in performing its duties and obligations hereunder and under the other Transaction Documents to which it is a party. (b) No claim may be made by the Administrative Agent, any Lender, or any Affiliate thereof or any other Person against any Bird Transaction Party, or their respective Affiliates, members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitive damages was in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Administrative Agent and each Lender hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to Administrator exist in advanceits favor. Any personNone of the Bird Transaction Parties, even though also and their respective Affiliates shall have any liability to the Administrative Agent, any Lender or any Affiliate thereof or any other Person asserting claims on behalf of or in right of the Borrower or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Administrative Agent, such Lender, or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Bird Party or Affiliate in performing its duties and obligations hereunder and under the other Transaction Documents to which it is a party. 64 US-DOCS\137537506.9 (c) The obligations of the Administrative Agent, each Lender and each Credit Party under this Agreement and each of the Transaction Documents are solely the corporate obligations of such Person. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement or any other Transaction Document against any member, director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent incorporator of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itPerson. SECTION 14.14.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act No past, present or the rules thereunderfuture partner, neither Administrator nor its shareholdersmember, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a directorshareholder, officer, employee, shareholder servant, executive, director, agent, authorized representative or agent other Affiliate, parent or subsidiary of Administratorany Borrower (each such Person, who may an “Operative”) shall be personally liable for payments due hereunder or become an officerunder any Note or Residual Trust Certificate or any other agreement or document entered into by or for the Trustee’s or any Noteholder’s or Residual Trust Certificateholder’s benefit, trusteeor for the performance of any obligation, employee or agent breach of any representation or warranty made by a Borrower hereunder or thereunder. The sole recourse for the satisfaction of the obligations of a Borrower hereunder shall be against a Borrower (solely to the extent relating to a breach in any material respect of any representation, warranty or covenant made by the Borrower under any Transaction Document), the Trust and its assets, including the Collateral and the applicable Vendor and Governmental Obligor for the related Contract Obligation, and not against any assets or property of any such Operative. In the event that a default occurs in connection with such obligations, no action shall be brought against any such Operative by virtue of such Operative’s direct or indirect ownership interest in such Borrower. In the event of foreclosure or other sale or disposition of the Trust, no judgment for any deficiency upon the obligations hereunder or under the Note or Residual Trust Certificates or any other documents shall be deemedobtainable against any such Operative. Notwithstanding the foregoing, when rendering services (a) one shall be entitled to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely bring suit against an Operative for the Trust purpose of obtaining jurisdiction over a Borrower and (b) nothing in this Section shall be deemed to release any Operative from liability for such Operative’s fraudulent actions, misrepresentations, willful misconduct or misappropriation of any payments, insurance proceeds, condemnation awards or other than services or business in connection with Administrator’s duties hereunder) and not as sums received by a director, officer, employee, shareholder or agentBorrower, or one affect or diminish the obligations of such Operative under the control or direction in respect of Administratoreach agreement to which such Operative is or is intended to be, even though paid by ita party.

Limitation of Liability. (a) The Administrator may rely on information reasonably believed by it will have no responsibility under this Agreement other than to be accurate render the Services expressly called for hereunder in good faith and reliablewithout fraud, willful misfeasance, gross negligence or reckless disregard of its duties hereunder. Except as may otherwise be required by The Administrator shall have no liability to the 1940 Act Client for any loss or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons damage whatsoever suffered or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection withClient as a consequence of any Services rendered by the Administrator to the Client, provided that the Administrator shall be liable to the Client for any error and all liabilities or judgment, mistake of law, any act or omission in connection with or expenses arising out of the Administrator’s gross negligence, fraud, willful misfeasance or reckless disregard of its duties hereunder. The Administrator shall in no event have any services rendered under liability for the actions or payments made pursuant to this Agreement omissions of the Client or the Manager or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagesPerson, and Administrator shall have no liability for any incidentalinaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the Client or the Manager or another Person except to the extent that such inaccuracies or errors are caused by the Administrator’s own criminal conduct, fraud, bad faith, willful misfeasance, gross negligence or reckless disregard of its duties hereunder. In addition, the Administrator shall be entitled to use and rely (in good faith) upon any reputable electronic financial information reporting service, and shall have no liability for inaccuracies in the information reported by, or other errors or omissions of, any such service. The Administrator shall not be liable for failing to perform or delay in performing its specified duties hereunder which result from or is caused by a failure or delay on the part of the Client or the Manager or another Person in furnishing necessary, timely and accurate information to the Administrator, except to the extent that any failure or delay is caused by the Administrator’s own criminal conduct, fraud, bad faith, willful misfeasance, gross negligence or reckless disregard of its duties hereunder. The duties and obligations of the Administrator and its employees or agents shall be determined solely by the express provisions of this Agreement and such Persons shall not be under any obligation or duty except for the performance of such duties and obligations as are specifically set forth herein, and no implied covenants shall be read into this Agreement against them. In no event shall the Administrator be liable to the Client, any Investor, or any other Person for loss of profit, goodwill or other indirect, consequential, special, or exemplary consequential damages suffered by the Client or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itPerson.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate (a) In connection with the Custodian’s timely performance of its obligations and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunderduties under Section 5(a), neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectivelySection 6 and Section 7 hereof, the “Administrator Employees”) Custodian shall not be subject liable to any liability forthe Borrower, the Agent or any damagesother Person for any loss, expenses claim, damage, liability or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with expense resulting from or arising out of any services rendered act or failure to act by it, other than for any loss, claim, damage, liability or expense arising out of the Custodian’s failure to perform such obligations in accordance with the standard of care set forth in Section 2. Except in connection with the Custodian’s timely performance of its obligations and duties under or payments made pursuant Section 5(a), Section 6 and Section 7 hereof and except as set forth in the immediately preceding sentence, the Custodian shall not be liable to this Agreement the Borrower, the Agent or any other matter Person for any loss, claim, damage, liability or expense resulting from or arising out of any act or failure to which act by it in connection with this Agreement relatesAgreement, except by reason other than for any loss, claim, damage, liability or expense arising out of willful misfeasance, bad faith or faith, gross negligence on or reckless disregard of its obligations hereunder. In no event shall the part of Custodian or its directors, affiliates, officers, agents, and employees be held liable for any such persons special, indirect, incidental, punitive or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in the performance connection herewith even if advised of the duties possibility of Administrator under such damages. The obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the Custodian shall be implied with respect to this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering Custodian’s services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by it.

Limitation of Liability. The Administrator may rely on information reasonably believed by it to will not be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, liable for any error of judgment or judgment, mistake of law, law or for any act loss suffered by a Fund or omission its shareholders in connection with or arising out the performance of any services rendered its duties under or payments made pursuant to this Agreement or any other matter to which this Agreement relatesAgreement, except by reason of a loss resulting from willful misfeasance, bad faith or gross negligence on the its part of any such persons in the performance of the its duties or from reckless disregard by it of Administrator its duties under this Agreement (“disabling conduct”). The Funds agree to indemnify and hold harmless the Administrator and its shareholders, officers, directors, employees and agents against any liability for any damages, expenses (including the reasonable value of time spent by the Administrator employees) or direct losses reasonably incurred as a result of any failure of the Fund to comply with the 1940 Act, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, and other legal requirements, and with its investment policies and limitations as in effect, or as a result of the Administrator’s acting as an administrator pursuant to this Agreement, and not resulting from disabling conduct; provided that nothing herein shall constitute a waiver or limitation of any rights which the Funds may have under applicable securities or other laws; and provided further that the Administrator and its shareholders, officers, directors, employees and agents shall only be entitled to indemnification hereunder to the extent consistent with the 1940 Act. The Administrator shall indemnify and hold harmless the Funds and their Trustees, officers and agents from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Funds in or by reason of reckless disregard any claim, demand, action, suit, investigation or other proceeding (including an action or suit by any of such persons or in the right of the Funds or their shareholders) arising out of or otherwise based upon the Administrator's (including for this purpose any person to whom the Administrator has delegated any duties or obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itdisabling conduct.

Limitation of Liability. Administrator may rely on information reasonably believed by it All Persons extending credit to, contracting with or having any claim against the Trust or a particular Series shall look only to be accurate the assets of the Trust or any applicable Series that such Person extended credit to, contracted with or has a claim against, for payment under such contract or claim; and reliable. Except as may otherwise be required by neither the 1940 Act or Trustees nor the rules thereunderShareholders, neither Administrator nor its shareholdersnor, when acting in such capacity, any of the Trust’s officers, directors, employees, employees or agents, control persons whether past, present or affiliates future, shall be personally liable therefor. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of any thereof (collectivelythe Trust, the “Administrator Employees”) shall be subject to any liability for, or any damages, expenses or losses incurred by Trustees and officers of the Trust in connection with, any error shall not be responsible or judgment, mistake of law, liable for any act or omission in connection with omission, errors of judgment, mistakes of fact or arising out law, or for neglect or wrongdoing of any services rendered under or payments made pursuant to this Agreement them or any other matter officer, agent, employee, investment advisor or independent contractor of the Trust, but nothing contained in this Trust Instrument or in the Delaware Act shall protect any Trustee or officer of the Trust against liability to the Trust or to Shareholders to which this Agreement relates, except he or she would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees’ discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on the part liability of the Trust and the Series exists and such note, bond, contract, instrument, certificate or undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by a Trustee or Trustees in such capacity and not individually or by an officer or officers in such capacity and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such persons in the performance of the duties of Administrator under this Agreement notice or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, recital shall in no event shall Administrator be liable under way operate to bind any provision ofTrustees, officers or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itShareholders individually.

Limitation of Liability. Administrator may rely on information reasonably believed The Payment Service Provider expressly disclaims any liability or loss arising from or related to the Site including without limitation liability or loss associated with unauthorized access to any server, merchant interfaces, websites, facilities, or your data or your customer data (including credit card numbers and other personally identifiable information) due to accident, illegal ,negligence or fraudulent means, including hacking, or devices used by it any third party, or other causes beyond Payment Service Provider’s reasonable control. The Merchant expressly agree that Payment Service Provider shall not be liable for any loss arising from infiltration of the Site by means of software viruses, trojan horses, worms, time bombs, or any other software programs, or technology designed or intended to disrupt, damage, intercept or expropriate data from the Site. As a condition of use of the Site, Merchant agree that neither the Payment Service Provider nor any officer, affiliate, director, shareholder, agent, contractor or employee of the Payment Service Provider will be accurate liable to the Merchant or Customer or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with the Site. The limitations set forth in this section apply to the acts, omissions, negligence, and reliable. Except as may otherwise be required by gross negligence of the 1940 Act or the rules thereunderPayment Service Provider and its affiliates, neither Administrator nor its shareholdersparents, subsidiaries, contractors, subcontractors, officers, directors, shareholders, managers, employees, and agents, control persons or affiliates which, but for this provision, would give rise to a course of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability foraction in contract, or any damagesother legal doctrine. Except as otherwise limited, expenses or losses incurred by the Trust in connection withtotal liability of the Payment Service Provider and the total liability of its parent, any error or judgmentsubsidiaries, mistake of lawofficers, any act or omission in connection with or arising out of any services rendered under or payments made pursuant directors, employees and agents to this Agreement the Merchant, Customers or any other matter third parties in any circumstances under these terms shall be limited to which this Agreement relates, except by reason of willful misfeasance, bad faith the Merchant in relation to any loss or gross negligence on damage directly or indirectly arising from the part of any such persons in the performance use of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, Payment Service Provider services in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, Transaction shall be deemed, when rendering services to the Trust or acting on any business value of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering each such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by ittransaction only.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by (a) For the 1940 Act purpose of this Article, "Agent" means any Person who is or the rules thereunderwas a Trustee, neither Administrator nor its shareholdersofficer, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability foremployee, or any damages, expenses or losses incurred by other agent of the Trust in connection with, any error or judgment, mistake of law, any act is or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on was serving at the part of any such persons in the performance request of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. FurtherTrust as a trustee, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or other agent of Administratoranother foreign or domestic corporation, who may partnership, joint venture, trust, or other enterprise; "Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, arbitral, or investigative; and "Expenses" include, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under this Article. (b) An Agent shall be liable to the Trust and to any Shareholder for any act or become an omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, for such Agent's own willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Agent (such conduct referred to herein as "Disqualifying Conduct"), and for nothing else. (c) Subject to subsection (b) of this Section 1 and to the fullest extent that limitations on the liability of Agents are permitted by the DSTA, the Agents shall not be responsible or liable in any event for any act or omission of any other Agent of the Trust or any Investment Adviser or Principal Underwriter of the Trust. (d) No Agent, when acting in its respective capacity as such, shall be liable personally to any Person, other than the Trust or a Shareholder, to the extent provided in subsections (b) and (c) of this Section 1, for any act, omission, or obligation of the Trust or any Trustee thereof. (e) Each Trustee, officer, trusteeand employee of the Trust shall be justified fully and completely in the performance of his or her duties, employee and protected with regard to any act or agent any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, shall be deemedupon an opinion of counsel, when rendering services or upon reports made to the Trust by any of its officers or acting on employees, or by the Investment Adviser, the Principal Underwriter, any business other Agent, selected dealers, accountants, appraisers, or other experts or consultants reasonably believed by such Trustee, officer or employee of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering within such services Person's professional or expert competence, regardless of whether such counsel or expert may also be a Trustee. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, the Bylaws, applicable law, and their respective duties as officers or acting solely Trustees. No such officer or Trustee shall be liable for any act or omission in accordance with such advice, records, and/or reports, and no inference concerning liability shall arise from a failure to follow such advice, records, and/or reports. The officers and Trustees shall not be required to give any bond hereunder nor any surety if a bond is required by applicable law. (f) The failure to make timely collection of dividends or interest, or to take timely action with respect to entitlements, on the Trust (Trust's securities issued in emerging countries shall not be deemed to be negligence or other than services fault on the part of any Agent, and no Agent shall have any liability for such failure or business for any loss or damage resulting from the imposition by any government of exchange control restrictions that might affect the liquidity of the Trust's assets or from any war or political act of any foreign government to which such assets might be exposed, except, in connection with Administrator’s duties hereunder) and not as the case of a director, Trustee or officer, employeefor liability resulting from such Trustee's or officer's Disqualifying Conduct. (g) The limitation on liability contained in this Article applies to events occurring at the time a Person serves as an Agent, shareholder whether or agent, not such Person is an Agent at the time of any Proceeding in which liability is asserted. (h) No amendment or one under repeal of this Article shall adversely affect any right or protection of an Agent that exists at the control time of such amendment or direction of Administrator, even though paid by itrepeal. Section 2.

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunderNeither Landlord nor any of its affiliates, neither Administrator nor its any of their respective partners, shareholders, directors, officers, directors, employees, agents, control persons members or affiliates of any thereof (collectively, the “Administrator Employees”) agents shall be subject to any liability for, personally liable for Landlord’s obligations or any damagesdeficiency under this Lease, expenses and service of process shall not be made against any shareholder, director, officer, employee or losses incurred by the Trust in connection with, any error or judgment, mistake agent of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement Landlord or any other matter to which this Agreement relatesof Landlord’s affiliates. No partner, except by reason of willful misfeasanceshareholder, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder member or agent of AdministratorLandlord or any of its affiliates shall be sued or named as a party in any suit or action, who and service of process shall not be made against any partner or member of Landlord except as may be or become an officer, trustee, employee or agent necessary to secure jurisdiction of the Trustpartnership, shall be deemedjoint venture or limited liability company, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder)as applicable. No partner, to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a shareholder, director, officer, employee, shareholder member or agentagent of Landlord or any of its affiliates shall be required to answer or otherwise plead to any service of process, and no judgment shall be taken or one writ of execution levied against any partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates. Neither Tenant nor any of its affiliates, nor any of its respective Board members, directors, officers, employees, members or agents shall be personally liable for Tenant’s obligations or any deficiency under the control this Lease, and service of process shall not be made against any shareholder, director, officer, employee or direction agent of AdministratorTenant or any of Tenant’s affiliates. No partner, even though paid by itshareholder, director, officer, employee, member or agent of Tenant or any of its affiliates shall be sued or named as a party in any suit or action, and service of process shall not be made against any partner or member of Tenant except as may be necessary to secure jurisdiction over Tenant. No director, officer, employee, member or agent of Tenant or any of its affiliates shall be required to answer or otherwise plead to any service of process, and no judgment shall be taken or writ of execution levied against any director, officer, employee, member or agent of Tenant or any of its affiliates.

Limitation of Liability. Administrator may rely on information reasonably believed by it Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms of the immediately succeeding sentence, no recourse shall be accurate and reliable. Except as may otherwise be required by had for the 1940 Act or the rules thereunder, neither Administrator nor its shareholders, officers, directors, employees, agents, control persons or affiliates payment of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, loans or any damages, expenses other payments due or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or for any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Administrator claim under this Agreement or based on the failure of performance or observance of any of the terms and conditions of this Agreement against any Member (for the avoidance of doubt, including the Managing Member), any Affiliate of any Member, AmREIT, any Affiliate of AmREIT or any principal, partner, member, manager, shareholder, controlling person, officer, director, agent or employee of any of the aforesaid Persons or any of their respective assets other than such Member’s interest in the Company or assets of the Company to which such Member is entitled under any rule of law, statute or constitution, or by reason the enforcement of reckless disregard any assessment or penalty, or otherwise, nor shall any of such Persons be personally liable for any contributions, loans, payments or claims, or personally liable for any deficiency judgment based thereon or with respect thereto, it being expressly understood that the sole remedies of the Company or any other Member with respect to such amounts and claims shall be against such interest in the Company and the assets of the Company to which such Member is entitled and as otherwise expressly set forth in this Agreement, and that all such liability of the aforesaid Persons, except as expressly provided in this Section 11.18, is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the admission of each Member to the Company. Notwithstanding the terms of the immediately preceding sentence, nothing contained in this Agreement (including, without limitation, the provisions of this Section 11.18), (i) shall constitute a waiver of any obligation of a Member under this Agreement, (ii) shall be taken to prevent recourse to and the enforcement against such Member’s Company Interest and the assets of the Company to which such Member is entitled for all of the respective liabilities, obligations, and undertakings of the aforesaid Persons contained in this Agreement, (iii) shall be taken to limit or restrict any action or proceeding against any of the aforesaid Persons which does not seek damages or a money judgment or does not seek to compel payment of money (or the performance of obligations which would require the payment of money) by any of such persons the aforesaid Persons, or (iv) a waiver of any contractual obligations of any of the obligations aforesaid Persons pursuant to contracts and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under agreement between any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damagessuch Person, and Administrator shall have no liability for any incidentalthe Company including, indirectwithout limitation, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itManaging Member Affiliate Agreements.

Limitation of Liability. Administrator (a) No claim may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required made by the 1940 Act Borrower or any Affiliate thereof or any other Person against any Lender, the rules thereunderAdministrative Agent, neither Administrator nor its shareholdersor their respective Affiliates, members, directors, officers, directors, employees, agentsincorporators, control persons attorneys or affiliates agents for any special, indirect, consequential or punitive damages in respect of any thereof (collectively, the “Administrator Employees”) shall be subject to any liability for, claim for breach of contract or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake other theory of law, any act or omission in connection with or liability arising out of any services rendered under or payments made pursuant related to the transactions contemplated by this Agreement or any other matter Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Credit Parties hereby waives, releases, and agrees not to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of sue upon any claim for any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not accrued and whether or not known or suspected to exist in its favor. None of the likelihood Lenders, the Administrative Agent, and their respective Affiliates shall have any liability to the Borrower or possibility any Affiliate thereof or any other Person asserting claims on behalf of or in right of the Borrower or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Credit Parties or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Lender or the Administrative Agent or any of their respective Affiliates in performing its duties and obligations hereunder and under the other Transaction Documents to which it is a party. (b) No claim may be made by the Administrative Agent, any Lender, or any Affiliate thereof or any other Person against any Credit Party, or their respective Affiliates, members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitive damages was in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Administrative Agent and each Lender hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to Administrator exist in advanceits favor. Any personNone of the Credit Parties, even though also and their respective Affiliates shall have any liability to the Administrative Agent, any Lender or any Affiliate thereof or any other Person asserting claims on behalf of or in right of the Borrower or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Administrative Agent, such Lender, or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Credit Party or Affiliate in performing its duties and obligations hereunder and under the other Transaction Documents to which it is a party. (c) The obligations of the Administrative Agent, each Lender and each Credit Party under this Agreement and each of the Transaction Documents are solely the corporate obligations of such Person. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement or any other Transaction Document against any member, director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent incorporator of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Administrator, even though paid by itPerson. SECTION 14.14.

Limitation of Liability. Administrator (a) No claim may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required made by the 1940 Act Transferor or the rules thereunderany Affiliate thereof or any other Person against any Credit Party or any of their respective incorporators, neither Administrator nor its shareholdersstockholders, officersmembers, directors, employees, agents, control persons partners or affiliates Related Parties of any thereof (collectivelysuch Person or those of any of their Affiliates for any special, the “Administrator Employees”) shall be subject to indirect, consequential or punitive damages in respect of any liability for, claim for breach of contract or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake other theory of law, any act or omission in connection with or liability arising out of any services rendered under or payments made pursuant related to the transactions contemplated by this Agreement or any other matter Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Transferor and the Collection Agent hereby waives, releases, and agrees not to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of xxx upon any claim for any such persons in the performance of the duties of Administrator under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Administrator under this Agreement. Further, in no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and Administrator shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood accrued and whether or possibility of such damages was not known or suspected to Administrator exist in advanceits favor. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent None of the Trust, Credit Parties and their respective Affiliates shall be deemed, when rendering services have any liability to the Trust Transferor or acting any Affiliate thereof or any other Person asserting claims on any business behalf of or in right of the Trust (other than services Transferor or business any Affiliate thereof in connection with Administrator’s or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Transferor or any Affiliate thereof result from the gross negligence or willful misconduct of such Credit Party in performing its duties hereunder)and obligations hereunder and under the other Transaction Documents to which it is a party. (b) The obligations of each of the parties under this Agreement and each of the Transaction Documents are solely the corporate or limited liability company obligations of such Person, to and no recourse shall be rendering such services had against, and no personal liability whatsoever shall attach to or acting solely be incurred by any incorporator, stockholder, member, partner or Related Party of any such Person or those of any of their Affiliates by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, and any and all personal liability for breaches by any such Person of such obligations, either at common law or at equity, or by statute, rule or regulation, is hereby expressly waived with respect to every such incorporator, stockholder, member, partner or Related Party as a condition of and in consideration for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not as a director, officer, employee, shareholder or agent, or one under the control or direction execution of Administrator, even though paid by it.this Agreement. SECTION 13.13

Limitation of Liability. Administrator may rely on information reasonably believed by it to be accurate Each party understands, acknowledges and reliable. Except as may otherwise be required by the 1940 Act agrees that neither party or the rules thereunderany of its Affiliate, neither Administrator nor its shareholdersany partner, officersmember, directorsofficer, employeesdirector, agentsmanager, control persons employee or affiliates agent of any thereof either party (collectively, the “Administrator Employees”TAL Persons” or the “Archipelago Persons,” as the case may be) shall be subject to have any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error or judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made related to the provision of software, technology or Services pursuant to this Support Agreement, Archipelago’s use of the software, technology or Services provided under this Support Agreement or the results achieved by Archipelago’s use of such software, technology or Services, nor shall any TAL Person or Archipelago Person have any liability for any loss of profit, loss of business or other matter damage whatsoever arising or directly or indirectly from the provision of software, technology or Services pursuant to which this Agreement relatesSupport agreement or the performance or non-performance by TAL or Archipelago (as the case may be) of its duties under this Support Agreement, or resulting directly or indirectly from any failure of or inadequacy or error made by TAL or Archipelago (as the case may be), except to the extent caused by reason of or resulting from the gross negligence, willful misfeasance, bad faith misconduct or gross negligence on the part of any such persons in the performance unlawful acts of the duties of Administrator under this Agreement other party or by reason of reckless disregard by any of such persons of its members, managers, officers, employees or agents and to the obligations and duties of Administrator under this Agreementextent provided for in Section 9.4(b). Further, in In no event shall Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether a claim is based on contract, tort, or otherwise) TAL have liability to Archipelago for any damages other than actual and direct damagesloss or damage whatsoever resulting from any action taken by TAL at the express direction of any manager, and Administrator shall have no liability for any incidentalmember, indirect, consequential, special, or exemplary damages or losses which the Fund may incur or suffer, whether or not the likelihood or possibility of such damages was known to Administrator in advance. Any person, even though also a director, officer, employee, shareholder or agent of Administrator, who may be or become an officer, trustee, employee or agent of the TrustCompany (it being understood that any such manager, member, director or officer, employee or agent that is also a TAL Person or a manager of Archipelago designated by Virago Enterprises, L.L.C., TAL or TAL Persons shall not be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Administrator’s duties hereunder), deemed to be rendering such services to or acting solely for the Trust (other than services or business in connection with Administrator’s duties hereunder) and not providing any direction as a manager, member, director, officer, employeeemployee or agent of Archipelago). Archipelago agrees that TAL’s liability for damages, shareholder if any, shall not in any event exceed the charges paid to TAL by the Company under this Support Agreement. No action, regardless of form, arising out of any software, technology or agentServices provided, or any transaction under, this Support Agreement may be brought by either party more than one year after the party bringing such action has knowledge or should reasonably have had knowledge of the occurrence or omission that would give rise to the cause of such action. Notwithstanding any other provision of this Support Agreement, in no event shall either party or any of its Affiliates, or any TAL Person or Archipelago Person, be liable for any special, incidental, indirect, consequential or punitive damages of any kind, whether in tort (including negligence), contract or otherwise, whether or not that party or any of its Affiliates, or any TAL Person or any Archipelago Person, shall have been advised of or otherwise might have anticipated the possibility of such damages, and each party agrees not to seek such damages. In any threatened, pending or completed action, suit or proceeding, TAL and each TAL Person shall be fully protected and indemnified and held harmless by Archipelago, and Archipelago and each Archipelago Person shall be fully protected and indemnified and held harmless by TAL, against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees, costs of investigation, fines, judgments and amounts paid in settlement, actually incurred by TAL or a TAL Person, or any Archipelago or an Archipelago Person (as the case may be), in connection with such action, suit or proceeding) arising out of or related to the provision of the software, technology or Services provided for under this Support Agreement, Archipelago’s use of the software, technology or Services provided under this Support Agreement, or the results achieved by Archipelago’s use of such software, technology or Services or with respect to any action or omission taken or suffered in good faith, to the extent such liabilities and losses result from the gross negligence, willful misconduct or unlawful acts of TAL or a TAL Person or of Archipelago or any Archipelago Person (as the case may be). The provisions of this Section 11.1 shall not apply with respect to any claims under the control License Agreement, the License and Distribution Agreement, dated as of the Effective Date, between Archipelago and TAL, or direction the Xxxxxxxx Analytics Assistance Agreement, dated as of Administratorthe Effective Date, even though paid by itbetween Archipelago and TAL.