Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. The Lending Agent shall perform its obligations under this Agreement with the care, skill, prudence, and diligence which, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses incurred by any Fund in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program.

Standard of Care; Indemnification. The Lending Agent shall perform will at all times exercise due diligence and good faith in performing its obligations under this Agreement duties hereunder. The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the careFund's Articles of Incorporation, skill, prudence, Bylaws and diligence which, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use representations made in the conduct Fund's current registration statement as filed with the Securities and Exchange Commission, including any supplements to the prospectus(es) and statement of an enterprise of a like character and with like aimadditional information contained in such registration statement. Except as specifically provided in Section 9, the Lending The Agent shall not be liable with respect responsible for, and the Fund agrees to indemnify the Agent for, any losses incurred by losses, damages or expenses (including reasonable counsel fees and expenses): (i) resulting from any Fund claim, demand, action or suit not resulting from the Agent's failure to exercise good faith or due diligence and arising out of or in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad faith or willful misconduct in its administration duties on behalf of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable Fund hereunder; (ii) for any indirectdelay, consequentialerror or omission by reason of circumstances beyond its control, including acts of civil or special damages military authority, national emergencies, labor difficulties (except with respect to the Agent's employees), fire, mechanical breakdown beyond its role as Lending Agentcontrol, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by the Agent in good faith in reliance on the accuracy of any information provided to it by the Fund or its directors or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that the Agent will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Lending Fund shall have the option to defend the Agent hereby indemnifies and agrees to defendagainst any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify the Agent, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from thereupon the negligence, bad faith or willful misconduct Fund shall take over complete defense of the Lending claim, and the Agent shall sustain no further legal or other expenses in its administration of such situation for which the Program Agent shall seek indemnification under this paragraph. The Agent will in no case confess any claim or make any compromise in any case in which the failure of Fund will be asked to indemnify the Lending Agent to comply except with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program's prior written consent.

Standard of Care; Indemnification. The Lending Agent shall perform its obligations under this Agreement with the care, skill, prudence, and diligence which, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses incurred by any Fund in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s 's duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program.

Standard of Care; Indemnification. The Lending Agent (a) None of the Managing Member or its Affiliates (each, an "Indemnified Person" and collectively the "Indemnified Persons") shall perform its obligations under this Agreement with be liable to the careCompany or to the Members for (i) any act or omission performed or failed to be performed by such person (other than any criminal wrongdoing), skillor for any losses, prudenceclaims, and diligence whichcosts, under the circumstances then prevailingdamages, a prudent person acting in a like capacity and familiar with such matters would use or liabilities arising therefrom, in the conduct absence of an enterprise any criminal wrongdoing, willful misfeasance or gross negligence on the part of a like character and with like aim. Except as specifically provided in Section 9such person, (ii) any tax liability imposed on the Lending Agent shall not be liable with respect to Company or any Member or (iii) any losses incurred due to the actions or omissions of the Advisors, any brokers or other agents of the Company. In the event that any Indemnified Person becomes involved in any capacity in any action, proceeding or investigation brought by or against any Fund Person (including any Non-Managing Member) in connection with any matter arising out of or in connection with the ProgramCompany's business or affairs (including a breach of this Agreement by any Member), the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the costs of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined by a court having appropriate jurisdiction in a decision that is not subject to appeal, that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by applicable law, the Company shall also indemnify any Indemnified Person, jointly and severally, against any losses, claims, costs, damages or liabilities to which such Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company's business or affairs, except to the extent that any such losses result loss, claim, cost, damage, or liability results solely from the Lending Agent's negligencewillful misfeasance, bad faith or willful misconduct in its administration of the Programgross negligence of, or any criminal wrongdoing by, such Indemnified Person. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable If for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against reason (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from other than the negligencewillful misfeasance, bad faith or willful misconduct gross negligence of, or any criminal wrongdoing by, such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or is insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable to the Indemnified Person as a result of such loss, claim, cost, damage, or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Lending Agent in its administration Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Program or Company under this Section 2.06 shall be in addition to any liability which the failure Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of the Lending Agent to comply with Company, the Managing Member and any other Indemnified Person. The foregoing provisions shall survive any termination of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program.

Standard of Care; Indemnification. The Lending Agent shall perform its In carrying out the obligations under this Agreement with the care, skill, prudence, and diligence which, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses incurred by any Fund in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except each party agrees to act in good faith and without negligence. You agree to and do release, indemnify and hold each Fund, its Investment Adviser, the Distributor and their and our respective officers, trustees, directors and controlling persons harmless from and against any and all direct claims, liabilities, expenses or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder. Without limiting the generality of the foregoing, you agree that this provision will apply to claims, liabilities, expenses or losses arising out of (a) your making any statement or representation concerning the Shares that is not contained in the relevant Prospectus or Statement or in such printed material issued by us or a Fund as information supplemental to the Prospectus and Statement (including, without limitation, any statement, representation or omission contained in Customer Materials) or has been approved for use by the Fund in accordance with the Participation Agreement and (b) a sale or offering of Shares (i) in any state or jurisdiction in which such Shares are not qualified for sale or exempt from the requirements of the relevant securities laws or in which you are not properly licensed or authorized to make offers or sales, or (ii) at any time after the Distributor or any Fund provides written notice that any Fund is not then currently offering Shares to the public. The Funds and the Distributor, separately and not jointly and in each case solely to the extent caused of such parties’ responsibilities hereunder, agree to and do release, indemnify and hold you and your officers, directors and controlling persons harmless from and against any and all direct claims, liabilities, expenses or losses resulting from requests, directions, actions or inactions of or by the negligenceus, bad faith any Fund or willful misconduct respective officers, employees or agents regarding each of the Lending Agent in its administration Funds and the Distributor’s separate responsibilities hereunder. Without limiting the generality of the Programforegoing, the Distributor agrees that this provision will apply to claims, liabilities, expenses or losses arising out of statements made by you or your agents that are extracted without modification, from the relevant Prospectus or Statement or in such printed material the Distributor or the Funds issues as information supplemental to the Prospectus and Statement, including but not limited to fund performance information. This provision shall survive the termination of this Agreement.

Standard of Care; Indemnification. The Lending Agent Investment Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Investment Manager nor its officers, directors, employees, agents or controlling persons (as defined in the 0000 Xxx) shall perform be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Investment Manager of its obligations and duties under this Agreement. Any person, even though also employed by the Investment Manager, who may be or become an employee of the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Investment Manager. In no event will the Investment Manager have any responsibility under this Agreement with for any portion of the careFund other than the Investment Managers Direct Investments or for the acts or omissions of any other manager of direct investments for the Fund or any other adviser of the Fund. In particular, skill, prudence, and diligence which, the Investment Manager shall have no responsibility for the Funds being in violation of any applicable law or regulation or investment policy or restriction or instruction applicable to the Fund as a whole or for the Funds failing to qualify as a regulated investment company under the circumstances then prevailingInternal Revenue Code of 1986, a prudent person acting in a like capacity and familiar with as amended (the Code), if the Funds holding of the direct investments is such matters that the direct investments would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect in such violation or if the Fund would not fail to qualify if the direct investments were deemed a separate series of the Fund or a separate regulated investment company under the Code. The Fund agrees to indemnify and hold harmless the Investment Manager, its officers, directors, employees, agents, shareholders, controlling persons or other affiliates (each an Indemnified Party), for any losses losses, costs and expenses incurred or suffered by any Fund Indemnified Party arising from any action, proceeding or claims which may be brought against such Indemnified Party in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad performance or non-performance in good faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties functions under this Agreement, except to the extent caused by the negligencelosses, costs and expenses resulting from willful misfeasance, bad faith or willful misconduct gross negligence in the performance of such Indemnified Partys duties or from reckless disregard on the Lending Agent in its administration part of the Programsuch Indemnified Party of such Indemnified Partys obligations and duties under this Agreement. 6.

Standard of Care; Indemnification. The Lending Notwithstanding anything to the contrary contained in the Loan Documents or this Article 9, in performing its duties under the Loan Documents, Administrative Agent will exercise the same degree of care as it normally exercises in connection with similar loans that it syndicates and administers, but Administrative Agent shall perform have no further responsibility to any Lender except for its own gross negligence or willful misconduct which results in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender. The Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Section 10.2, but without limiting the obligations of Borrower under Section 10.2) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the foregoing that arise from any claims or assertions of any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 10.2, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or any action taken or omitted by Administrative Agent under the Loan Documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment provided, however, that no action taken in accordance with the caredirections of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.9. Without limiting the generality of the foregoing, skill, prudence, each Xxxxxx agrees to reimburse Administrative Agent (to the extent not reimbursed by Xxxxxxxx and diligence which, under without limiting the circumstances then prevailing, a prudent person acting in a like capacity obligation of Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and familiar with such matters would use in expenses of the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect counsel to any losses Administrative Agent) incurred by any Fund Administrative Agent in connection with the Programpreparation, except negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the extent that such losses result from the Lending Agent's negligence, bad faith rights or willful misconduct in its administration responsibilities of the Programparties under, the Loan Documents, any suit or action brought by Administrative Agent to enforce the terms of the Loan Documents and/or collect any obligation of Borrower hereunder, any “lender liability” suit or claim brought against Administrative Agent and/or the Lenders, and any claim or suit brought against Administrative Agent and/or the Lenders arising under any Environmental Laws. Notwithstanding Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of Administrative Agent notwithstanding any claim or assertion that Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by Administrative Agent that Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other provision amounts payable hereunder or under the other Loan Documents and the termination of this Agreement, under no circumstances . If Borrower shall the Lending reimburse Administrative Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending foregoing amounts following payment by any Lender to Administrative Agent in its administration respect of the Program or the failure of the Lending such amount pursuant to this Section 9.9, then Administrative Agent to comply shall share such reimbursement on a ratable basis with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-each Lender making any such payment in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of accordance with each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agentsuch Xxxxxx’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Programrespective Proportionate Share.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9Loan Documents, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund will exercise the same degree of care as GECC normally exercises in connection with real estate loans in which no syndication or participations are involved, but the ProgramAdministrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent's obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the extent that such losses result from not reimbursed under Section 11.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrower under Section 11.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 11.5, but excluding, unless a Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent's breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Agent Direct Investment Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Direct Investment Manager nor its officers, directors, employees, agents or controlling persons (as defined in the 0000 Xxx) shall perform be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Direct Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Direct EXHIBIT (G)(2) Investment Manager of its obligations and duties under this Agreement with Agreement. Any person, even though also employed by the careDirect Investment Manager, skillwho may be or become an employee of the Fund shall be deemed, prudencewhen acting within the scope of his employment by the Fund, and diligence which, under the circumstances then prevailing, a prudent person to be acting in a like capacity such employment solely for the Fund and familiar with such matters would use in not as an employee or agent of the conduct of Direct Investment Manager. The Fund agrees to indemnify and hold harmless the Direct Investment Manager, its officers, directors, employees, agents, shareholders, controlling persons or other affiliates (each an enterprise of a like character "Indemnified Party"), for any losses, costs and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses expenses incurred or suffered by any Fund Indemnified Party arising from any action, proceeding or claims which may be brought against such Indemnified Party in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad performance or non-performance in good faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties functions under this Agreement, except to the extent caused by the negligencelosses, costs and expenses resulting from willful misfeasance, bad faith or willful misconduct gross negligence in the performance of such Indemnified Party's duties or from reckless disregard on the Lending Agent in its administration part of the Programsuch Indemnified Party of such Indemnified Party's obligations and duties under this Agreement.

Standard of Care; Indemnification. The Lending Agent Investment Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Investment Manager nor its officers, directors, employees, agents or controlling persons (as defined in the 0000 Xxx) shall perform be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Investment Manager of its obligations and duties under this Agreement with Agreement. Any person, even though also employed by the careInvestment Manager, skillwho may be or become an employee of the Fund shall be deemed, prudencewhen acting within the scope of his employment by the Fund, and diligence which, under the circumstances then prevailing, a prudent person to be acting in a like capacity such employment solely for the Fund and familiar with such matters would use in not as an employee or agent of the conduct of Investment Manager. The Fund agrees to indemnify and hold harmless the Investment Manager, its officers, directors, employees, agents, shareholders, controlling persons or other affiliates (each an enterprise of a like character "Indemnified Party"), for any losses, costs and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses expenses incurred or suffered by any Fund Indemnified Party arising from any action, proceeding or claims which may be brought against such Indemnified Party in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad performance or non-performance in good faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties functions under this Agreement, except to the extent caused by the negligencelosses, costs and expenses resulting from willful misfeasance, bad faith or willful misconduct gross negligence in the performance of such Indemnified Party's duties or from reckless disregard on the Lending Agent in its administration part of the Programsuch Indemnified Party of such Indemnified Party's obligations and duties under this Agreement.

Standard of Care; Indemnification. The Lending Agent (a) In performing its duties under this Agreement, BNY Mellon shall exercise the standard of care, skill and diligence that a professional provider of fund administration and accounting services to exchange-traded products registered with the SEC under the 1933 Act and 1934 Act would observe in these affairs and shall perform its obligations under this Agreement with the careduties without negligence, skill, prudence, and diligence which, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses incurred by any Fund in connection with the Program, except to the extent that such losses result from the Lending Agent's negligencefraud, bad faith or willful misconduct in its administration (the “Standard of the ProgramCare”). Notwithstanding Except as otherwise provided herein, BNY Mellon and any other provision of this Agreement, under no circumstances BNY Mellon Affiliate shall the Lending Agent not be liable for any indirectcosts, consequentialexpenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by the Trust, except those costs, expenses, damages, liabilities or claims directly arising out of BNY Mellon’s own failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust or any third party for any special, indirect or consequential damages, or special lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. BNY Mellon shall not be absolved of liability for any of its acts or omissions in connection with respect any services performed pursuant to its role as Lending Agentthis Agreement if such actions or omissions failed to satisfy the Standard of Care set forth in this Section 7. The Lending Agent hereby indemnifies and Subject to the other provisions of this Section 7, BNY Mellon agrees to defendbe liable to the Trust to the extent it is the responsible party for such loss, and hold and save harmless each Client and its Funds from and against damage or expense either (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply accordance with the provisions terms of this Agreement including, its Net Asset Value (“NAV”) Error Policy as such is provided to BNY Mellon by the Investment Guidelines; and Trust or (ii) all buy-in costs, as defined in Section 9(c), to may be mutually agreed upon between BNY Mellon and the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramTrust.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9Loan Documents, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund will exercise the same degree of care as it normally exercises in connection with similar real estate loans it has originated and holds and in which no syndication or participations are involved, but the ProgramAdministrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent’s obligations to Borrower under the Loan Documents or otherwise. Subject to the terms of any separate agreement among the Administrative Agent and the Lenders the Lenders agree to indemnify the Administrative Agent (to the extent that such losses result from not reimbursed under Section 12.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrower under Section 12.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 12.5, but excluding normal internal 135 costs administrative costs and expenses incident to the performance of this Agreementits agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, under provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent’s breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Notwithstanding anything to the contrary contained in the Loan Documents or this Article 9, in performing its duties under the Loan Documents, Administrative Agent will exercise the same degree of care as it normally exercises in connection with similar loans that it syndicates and administers, but Administrative Agent shall perform have no further responsibility to any Lender except for its own gross negligence or willful misconduct which results in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender. The Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Section 10.2, but without limiting the obligations of Borrower under Section 10.2) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the foregoing that arise from any claims or assertions of any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without 95 limitation, the costs and expenses that Borrower is obligated to pay under Section 10.2, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or any action taken or omitted by Administrative Agent under the Loan Documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment provided, however, that no action taken in accordance with the caredirections of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.9. Without limiting the generality of the foregoing, skill, prudence, each Xxxxxx agrees to reimburse Administrative Agent (to the extent not reimbursed by Xxxxxxxx and diligence which, under without limiting the circumstances then prevailing, a prudent person acting in a like capacity obligation of Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and familiar with such matters would use in expenses of the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect counsel to any losses Administrative Agent) incurred by any Fund Administrative Agent in connection with the Programpreparation, except negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the extent that such losses result from the Lending Agent's negligence, bad faith rights or willful misconduct in its administration responsibilities of the Programparties under, the Loan Documents, any suit or action brought by Administrative Agent to enforce the terms of the Loan Documents and/or collect any obligation of Borrower hereunder, any “lender liability” suit or claim brought against Administrative Agent and/or the Lenders, and any claim or suit brought against Administrative Agent and/or the Lenders arising under any Environmental Laws. Notwithstanding Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of Administrative Agent notwithstanding any claim or assertion that Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by Administrative Agent that Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other provision amounts payable hereunder or under the other Loan Documents and the termination of this Agreement, under no circumstances . If Borrower shall the Lending reimburse Administrative Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending foregoing amounts following payment by any Lender to Administrative Agent in its administration respect of the Program or the failure of the Lending such amount pursuant to this Section 9.9, then Administrative Agent to comply shall share such reimbursement on a ratable basis with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-each Lender making any such payment in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of accordance with each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agentsuch Xxxxxx’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Programrespective Proportionate Share.

Standard of Care; Indemnification. The Lending Agent shall perform its In carrying out the obligations under this Agreement with the care, skill, prudence, and diligence which, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses incurred by any Fund in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except each party agrees to act in good faith and without negligence. You agree to and do release, indemnify and hold each Fund, its Investment Adviser, the Distributor and their and our respective officers, trustees, directors and controlling persons harmless from and against any and all direct claims, liabilities, expenses or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder. Without limiting the generality of the foregoing, you agree that this provision will apply to claims, liabilities, expenses or losses arising out of (a) your making any statement or representation concerning the Shares that is not contained in the relevant Prospectus or Statement or in such printed material issued by us or a Fund as information supplemental to the Prospectus and Statement (including, without limitation, any statement, representation or omission contained in Customer Materials) or has been approved for use by the Fund in accordance with the Participation Agreement and (b) a sale or offering of Shares (i) in any state or jurisdiction in which such Shares are not qualified for sale or exempt from the requirements of the relevant securities laws or in which you are not properly licensed or authorized to make offers or sales, or (ii) at any time after the Distributor or any Fund provides written notice that any Fund is not then currently offering Shares to the public. The Funds and the Distributor, separately and not jointly and in each case solely to the extent caused of such parties’ responsibilities hereunder, agree to and do release, indemnify and hold you and your officers, directors and controlling persons harmless from and against any and all direct claims, liabilities, expenses or losses resulting from requests, directions, actions or inactions of or by the negligenceus, bad faith any Fund or willful misconduct respective officers, employees or agents regarding each of the Lending Agent in its administration Funds and the Distributor’s separate responsibilities hereunder. Without limiting the generality of the Program.foregoing, the Distributor agrees that this provision will apply to claims, liabilities, expenses or losses arising out of statements made by you or your agents that are extracted without modification, from the relevant Prospectus or Statement or in such printed material the Distributor or the Funds issues as information supplemental to the Prospectus and Statement, including but not limited to fund performance information. This provision shall survive the termination of this Agreement. INT XX XX EXHIBIT 99.8(CC)

Standard of Care; Indemnification. The Lending Agent Investment Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Investment Manager nor its officers, managers, members, employees, agents or controlling persons (as defined in the 0000 Xxx) shall perform be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder except by reason of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Investment Manager of its obligations and duties under this Agreement with Agreement. Any person, even though also employed by the careInvestment Manager, skillwho may be or become an employee of the Fund shall be deemed, prudencewhen acting within the scope of his employment by the Fund, and diligence which, under the circumstances then prevailing, a prudent person to be acting in a like capacity such employment solely for the Fund and familiar with such matters would use in not as an employee or agent of the conduct Investment Manager. In no event shall the Investment Manager have any responsibility for the acts or omissions of any other adviser of the Fund. The Fund shall indemnify and hold harmless the Investment Manager, its officers, managers, members, employees, agents, controlling persons or other affiliates (each, an enterprise of a like character “Indemnified Party”) for any losses, costs and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses expenses incurred or suffered by any Fund Indemnified Party arising from any action, proceeding or claims that may be brought against such Indemnified Party in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad faith performance or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buynon-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each performance of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties functions under this Agreement, except to the extent caused by the negligencefor such losses, costs and expenses resulting from willful misfeasance, bad faith or willful misconduct gross negligence in the performance of such Indemnified Party’s duties or from reckless disregard on the Lending Agent in its administration part of the Programsuch Indemnified Party of such Indemnified Party’s obligations and duties under this Agreement.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9Loan Documents, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund will exercise the same degree of care as it normally exercises in connection with real estate loans in which no syndication or participations are involved, but the ProgramAdministrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent’s obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the extent that such losses result from not reimbursed under Section 12.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrower under Section 12.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 12.5, but excluding, unless a Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent’s breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9Loan Documents, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund will exercise the same degree of care as it normally exercises in connection with real estate loans in which no syndication or participations are involved, but the ProgramAdministrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent’s obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the extent that such losses result from not reimbursed under Section 12.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrower under Section 12.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective 100 Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 12.5, but excluding, unless a Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent’s breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9Loan Documents, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund will exercise the same degree of care as it normally exercises in connection with real estate loans in which no syndication or participations are involved, but the ProgramAdministrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent’s obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the extent that such losses result from not reimbursed under Section 12.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrower under Section 12.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 12.5, but excluding, unless a Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent’s breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection 15.5.

Standard of Care; Indemnification. The Lending Notwithstanding anything to the contrary contained in the Loan Documents or this Article 9, in performing its duties under the Loan Documents, Administrative Agent will exercise the same degree of care as it normally exercises in connection with similar loans that it syndicates and administers, but Administrative Agent shall perform have no further responsibility to any Lender except for its own gross negligence or willful misconduct which results in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender. The Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Section 10.2, but without limiting the obligations of Borrower under Section 10.2) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the foregoing that arise from any claims or assertions of any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 10.2, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or any action taken or omitted by Administrative Agent under the Loan Documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from Administrative Agent's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment provided, however, that no action taken in accordance with the caredirections of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.9. Without limiting the generality of the foregoing, skill, prudence, each Lender agrees to reimburse Administrative Agent (to the extent not reimbursed by Borrower and diligence which, under without limiting the circumstances then prevailing, a prudent person acting in a like capacity obligation of Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and familiar with such matters would use in expenses of the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect counsel to any losses Administrative Agent) incurred by any Fund Administrative Agent in connection with the Programpreparation, except negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the extent that such losses result from the Lending Agent's negligence, bad faith rights or willful misconduct in its administration responsibilities of the Programparties under, the Loan Documents, any suit or action brought by Administrative Agent to enforce the terms of the Loan Documents and/or collect any obligation of Borrower hereunder, any "lender liability" suit or claim brought against Administrative Agent and/or the Lenders, and any claim or suit brought against Administrative Agent and/or the Lenders arising under any Environmental Laws. Notwithstanding Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of Administrative Agent notwithstanding any claim or assertion that Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by Administrative Agent that Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other provision amounts payable hereunder or under the other Loan Documents and the termination of this Agreement, under no circumstances . If Borrower shall the Lending reimburse Administrative Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending foregoing amounts following payment by any Lender to Administrative Agent in its administration respect of the Program or the failure of the Lending such amount pursuant to this Section 9.9, then Administrative Agent to comply shall share such reimbursement on a ratable basis with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-each Lender making any such payment in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of accordance with each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Programsuch Lender's respective Proportionate Share.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties --------------------------------- under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9Loan Documents, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund will exercise the same degree of care as GECC normally exercises in connection with real estate loans in which no syndication or participations are involved, but the ProgramAdministrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent's obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the extent that such losses result from not reimbursed under Section 11.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrower under Section ------------ ------- 11.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans ---- held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 11.5, but ------------ excluding, unless a Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), -------- foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent's breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Agent Investment Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Investment Manager nor its officers, directors, employees agents or controlling persons (as defined in the 0000 Xxx) shall perform be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Investment Manager of its obligations and duties under this Agreement with Agreement. Any person, even though also employed by the careInvestment Manager, skillwho may be or become an employee of the Fund shall be deemed, prudencewhen acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Investment Manager. In no event will the Investment Manager have any responsibility for any portion of the Fund other than the Assets or for the acts or omissions of any Direct Investment Manager or any other adviser of the Fund. In particular, the Investment Manager shall have no responsibility for the Fund's being in violation of any applicable law or regulation or investment policy or restriction or instruction applicable to the Fund as a whole or for the Fund's failing to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), if the Fund's holding of the Assets is such that the Assets would not be in such violation or if the Fund would not fail to qualify if the Assets were deemed a separate series of the Fund or a separate "regulated investment company" under the Code. The Fund agrees to indemnify and hold harmless the Investment Manager, its officers, directors, employees, agents, shareholders, controlling persons or other affiliates (each an "Indemnified Party"), for any losses, taxes, costs, charges assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Act of 1933, as amended ("1933 Act"), the Securities and Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, and diligence whichany state and foreign securities laws, under the circumstances then prevailingall as amended from time to time) and expenses, a prudent person acting in a like capacity including (without limitation) reasonable attorneys' fees and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses disbursements incurred or suffered by any Fund Indemnified Party arising from any action, proceeding or claims which may be brought against such Indemnified Party in connection with the Programperformance or non-performance in good faith of its functions under this Agreement, including taking or omitting to take any action at the request or on the direction of or in reliance on the advice of the Fund, except to the extent that such losses result resulting from the Lending Agent's negligencewillful misfeasance, bad faith or willful misconduct gross negligence in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of such Indemnified Party's duties or from reckless disregard on the Lending Agent’s part of such Indemnified Party of such Indemnified Party's obligations and duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailingLoan Documents, a prudent person acting in a like capacity and familiar with such matters would use in Administrative Agent will exercise the conduct same degree of an enterprise of a like character and with like aim. Except care as specifically provided in Section 9, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund normally exercises in connection with similar loans held for its own account, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct, and except to such extent, Administrative Agent shall have no responsibility to any Lender for the Program, except failure by Administrative Agent to comply with any of Administrative Agent’s obligations to Borrowers under the Loan Documents or otherwise. The Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Sections 11.5 or 11.11, but without limiting the obligations of Borrowers under Sections 11.5 or 11.11) ratably in accordance with each Lender’s Pro Rata Share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that such losses result from may be imposed on, incurred by or asserted against Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the Lending Agent's negligencetransactions contemplated hereby or thereby (including the costs and expenses that Borrowers are obligated to pay under Section 11.11, bad faith but excluding normal administrative costs and expenses incident to the performance of its agency duties hereunder) or willful misconduct in its administration the enforcement of any of the Program. Notwithstanding terms hereof or thereof or of any such other provision of this Agreementdocuments, under provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent’s breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Agent shall perform will at all times exercise due diligence and good faith in performing its obligations under this Agreement duties hereunder. The Agent will make every reasonable effort and take all reasonably available measures to assure the adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in conformity with the careFund's Articles of Incorporation, skill, prudence, Bylaws and diligence which, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use representations made in the conduct Fund's current registration statement as filed with the Securities and Exchange Commission, including any supplements to the prospectus(es) and statement of an enterprise of a like character and with like aimadditional information contained in such registration statement. Except as specifically provided in Section 9, the Lending The Agent shall not be liable with respect responsible for, and the Fund agrees to indemnify the Agent for, any losses incurred by losses, damages or expenses (including reasonable counsel fees and expenses): (i) resulting from any Fund claim, demand, action or suit not resulting from the Agent's failure to exercise good faith or due diligence and arising out of or in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad faith or willful misconduct in its administration duties on behalf of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable Fund hereunder; (ii) for any indirectdelay, consequentialerror or omission by reason of circumstances beyond its control, including acts of civil or special damages military authority, national emergencies, labor difficulties (except with respect to the Agent's employees), fire, mechanical breakdown beyond its role as Lending Agentcontrol, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by the Agent in good faith in reliance on the accuracy of any information provided to it by the Fund or its trustees or in reliance on any advice of counsel who may be internally employed counsel or outside counsel for the Fund or advice of any independent accountant or expert employed by the Fund with respect to the preparation and filing of any document with a governmental agency or authority. In order for the rights to indemnification to apply, it is understood that if in any case the Fund may be asked to indemnify or hold the Agent harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that the Agent will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Lending Fund shall have the option to defend the Agent hereby indemnifies and agrees to defendagainst any claim which may be the subject of this indemnification and, in the event that the Fund so elects, it will so notify the Agent, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from thereupon the negligence, bad faith or willful misconduct Fund shall take over complete defense of the Lending claim, and the Agent shall sustain no further legal or other expenses in its administration of such situation for which the Program Agent shall seek indemnification under this paragraph. The Agent will in no case confess any claim or make any compromise in any case in which the failure of Fund will be asked to indemnify the Lending Agent to comply except with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program's prior written consent.

Standard of Care; Indemnification. The Lending Agent shall perform its obligations To the maximum extent permitted by law, the Investment Advisor assumes no responsibility under this Agreement with other than to render the care, skill, prudence, services called for hereunder in good faith and diligence which, under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be responsible for any action of the Board of Trustees in following or declining to follow any advice or recommendations of the Investment Advisor, including as set forth in Section 3(d) of this Agreement. Neither the Investment Advisor, nor any of its members, managers, officers, stockholders or employees shall be liable with respect to the Company, any losses incurred subsidiary, the Independent Trustees of the Company or the Company's or any subsidiary's stockholders or partners for any acts or omissions by any Fund such party under or in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances except for each such party by reason of its own acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. To the extent permitted by law, the Company shall the Lending Agent be liable for any indirectreimburse, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, indemnify and hold harmless the Investment Advisor, its members, managers, officers, stockholders and save harmless each Client employees of and its Funds from and against (i) any and allall expenses, claimslosses, actionsdamages, liabilities, demands, lawsuits, losses charges and damages claims of any kind whatsoever nature whatsoever, (including attorneys' fees) in respect of or arising from any acts or resulting from the negligence, bad faith or willful misconduct omissions of the Lending Agent Investment Advisor, its members, managers, officers, stockholders and employees, made in its administration good faith in the performance of the Program Investment Advisor's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or the failure reckless disregard of its duties. The provisions of this section shall survive termination of the Lending Agent to comply with Agreement, and in the event of any conflict between the provisions of this Agreement includingSection 9 and the provisions of Section 5.1 of the Declaration, the Investment Guidelines; and (ii) all buy-in costs, as defined in provisions of this Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program9 shall control.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailingLoan Documents, a prudent person acting in a like capacity and familiar with such matters would use in Administrative Agent will exercise the conduct same degree of an enterprise of a like character and with like aim. Except care as specifically provided in Section 9, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund normally exercises in connection with the Programreal estate loans held for its own account, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender for the failure by Administrative Agent to comply with any of Administrative Agent’s obligations to Borrowers under the Loan Documents or otherwise. The Lenders agree to indemnify Administrative Agent (to the extent that such losses result from not reimbursed under Section 13.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrowers under Section 13.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses that Borrowers is obligated to pay under Section 13.5, but excluding, unless an Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent’s breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailingLoan Documents, a prudent person acting in a like capacity and familiar with such matters would use in Administrative Agent will exercise the conduct same degree of an enterprise of a like character and with like aim. Except care as specifically provided in Section 9, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund normally exercises in connection with the Programreal estate loans in which no syndication or participations are involved, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender for the failure by Administrative Agent to comply with any of Administrative Agent’s obligations to Borrowers under the Loan Documents or otherwise. The Lenders agree to indemnify Administrative Agent (to the extent that such losses result from not reimbursed under Section 12.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrowers under Section 12.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrowers are obligated to pay under Section 12.5, but excluding, unless a Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent’s breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Notwithstanding anything to the contrary contained in the Loan Documents or this Article 10, in performing its duties under the Loan Documents, Administrative Agent will exercise the same degree of care as it normally exercises in connection with real estate loans that it syndicates and administers, but Administrative Agent shall perform have no further responsibility to any Lender except for its own gross negligence or willful misconduct which results in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender. The Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Section 5.28, but without limiting the obligations of Borrower under Section 5.28) ratably in accordance with the aggregate Principal of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the foregoing that arise from any claims or assertions of any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 5.28, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or any action taken or omitted by Administrative Agent under the Loan Documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment provided, however, that no action taken in accordance with the caredirections of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.5. Without limiting the generality of the foregoing, skill, prudence, each Lender agrees to reimburse Administrative Agent (to the extent not reimbursed by Borrower and diligence which, under without limiting the circumstances then prevailing, a prudent person acting in a like capacity obligation of Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and familiar with such matters would use in expenses of the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect counsel to any losses Administrative Agent) incurred by any Fund Administrative Agent in connection with the Programpreparation, except negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the extent that such losses result from the Lending Agent's negligence, bad faith rights or willful misconduct in its administration responsibilities of the Programparties under, the Loan Documents, any suit or action brought by Administrative Agent to enforce the terms of the Loan Documents and/or collect any obligation of Borrower hereunder, any “lender liability” suit or claim brought against Administrative Agent and/or the Lenders, and any claim or suit brought against Administrative Agent and/or the Lenders arising under any Environmental Laws. Notwithstanding Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of Administrative Agent notwithstanding any claim or assertion that Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by Administrative Agent that Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other provision amounts payable hereunder or under the other Loan Documents and the termination of this Agreement, under no circumstances . If Borrower shall the Lending reimburse Administrative Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending foregoing amounts following payment by any Lender to Administrative Agent in its administration respect of the Program or the failure of the Lending such amount pursuant to this Section 10.5, then Administrative Agent to comply shall share such reimbursement on a ratable basis with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-each Lender making any such payment in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of accordance with each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agentsuch Lender’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Programrespective Proportionate Share.

Standard of Care; Indemnification. The Lending Agent Investment Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Investment Manager nor its officers, directors, employees, agents or controlling persons (as defined in the 1940 Act) shall perform be subject to any liability for any act or omissxxx, xxxor of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Investment Manager of its obligations and duties under this Agreement with Agreement. Any person, even though also employed by the careInvestment Manager, skillwho may be or become an employee of the Fund shall be deemed, prudencewhen acting within the scope of his employment by the Fund, and diligence which, under the circumstances then prevailing, a prudent person to be acting in a like capacity such employment solely for the Fund and familiar with such matters would use in not as an employee or agent of the conduct of Investment Manger. The Fund agrees to indemnify and hold harmless the Investment Manager, its officers, directors, employees, agents, shareholders, controlling persons or other affiliates (each an enterprise of a like character "Indemnified Party"), for any losses, costs and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses expenses incurred or suffered by any Fund Indemnified Party arising from any action, proceeding or claims which may be brought against such Indemnified Party in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad performance or non-performance in good faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties functions under this Agreement, except to the extent caused by the negligencelosses, costs and expenses resulting from willful misfeasance, bad faith or willful misconduct gross negligence in the performance of such Indemnified Party's duties or from reckless disregard on the Lending Agent in its administration part of the Programsuch Indemnified Party of such Indemnified Party's obligations and duties under this Agreement.

Standard of Care; Indemnification. The Lending Agent Investment Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Investment Manager nor its officers, directors, employees, agents or controlling persons (as defined in the 0000 Xxx) shall perform be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Investment Manager of its obligations and duties under this Agreement with Agreement. Any person, even though also employed by the careInvestment Manager, skillwho may be or become an employee of the Fund shall be deemed, prudencewhen acting within the scope of his employment by the Fund, and diligence which, under the circumstances then prevailing, a prudent person to be acting in a like capacity such employment solely for the Fund and familiar with such matters would use in not as an employee or agent of the conduct of Investment Manager. The Fund agrees to indemnify and hold harmless the Investment Manager, its officers, directors, employees, agents, shareholders, controlling persons or other affiliates (each an enterprise of a like character “Indemnified Party”), for any losses, costs and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses expenses incurred or suffered by any Fund Indemnified Party arising from any action, proceeding or claims which may be brought against such Indemnified Party in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad performance or non-performance in good faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties functions under this Agreement, except to the extent caused by the negligencelosses, costs and expenses resulting from willful misfeasance, bad faith or willful misconduct gross negligence in the performance of such Indemnified Party’s duties or from reckless disregard on the Lending Agent in its administration part of the Programsuch Indemnified Party of such Indemnified Party’s obligations and duties under this Agreement.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailing, a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9Loan Documents, the Lending Administrative Agent shall not be liable with respect to any losses incurred by any Fund will exercise the same degree of care as GECC normally exercises in connection with real estate loans in which no syndication or participations are involved, but the ProgramAdministrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent’s obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the extent that such losses result from not reimbursed under Section 12.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrower under Section 12.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 12.5, but excluding, unless a Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent’s breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Agent shall perform In performing its obligations under this Agreement with the care, skill, prudence, and diligence which, duties under the circumstances then prevailingLoan Documents, a prudent person acting in a like capacity and familiar with such matters would use in Administrative Agent will exercise the conduct same degree of an enterprise of a like character and with like aim. Except care as specifically provided in Section 9, the Lending Agent shall not be liable with respect to any losses incurred by any Fund GECC normally exercises in connection with the Programreal estate loans in which no syndication or participations are involved, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender for the failure by Administrative Agent to comply with any of Administrative Agent's obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify Administrative Agent (to the extent that such losses result from not reimbursed under Section 11.5, but without limiting the Lending Agent's negligence, bad faith or willful misconduct obligations of Borrower under Section 11.5) ratably in its administration accordance with the aggregate principal amount of the Program. Notwithstanding Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other provision Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 11.5, but excluding, unless a Event of this AgreementDefault has occurred and is continuing, under normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no circumstances Lender shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), foregoing to the extent not recovered by the Lending Agent they arise from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each Administrative Agent's breach of its Funds hereby indemnifies and agrees to defend, hold and save harmless standard of care set forth in the Lending Agent from any and all claims, actions, demands or lawsuits first sentence of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, except to the extent caused by the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the ProgramSection.

Standard of Care; Indemnification. The Lending Agent Investment Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Investment Manager nor its officers, directors, employees, agents or controlling persons (as defined in the 0000 Xxx) shall perform be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager in the performance of its duties or by reason of reckless disregard on the part of the Investment Manager of its obligations and duties under this Agreement with Agreement. Any person, even though also employed by the careInvestment Manager, skillwho may be or become an employee of the Fund shall be deemed, prudencewhen acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and diligence whichnot as an employee or agent of the Investment Manager. In no event will the Investment Manager have any responsibility for any portion of the Fund other than the Listed Assets or for the acts or omissions of the Direct Investment Manager or any other adviser of the Fund. In particular, the Investment Manager shall have no responsibility for the Funds being in violation of any applicable law or regulation or investment policy or restriction or instruction applicable to the Fund as a whole or for the Funds failing to qualify as a regulated investment company under the circumstances then prevailingInternal Revenue Code of 1986, a prudent person acting in a like capacity and familiar with as amended (the Code), if the Funds holding of the Listed Assets is such matters that the Listed Assets would use in the conduct of an enterprise of a like character and with like aim. Except as specifically provided in Section 9, the Lending Agent shall not be liable with respect in such violation or if the Fund would not fail to qualify if the Listed Assets were deemed a separate series of the Fund or a separate regulated investment company under the Code. The Fund agrees to indemnify and hold harmless the Investment Manager, its officers, directors, employees, agents, shareholders, controlling persons or other affiliates (each an Indemnified Party), for any losses losses, costs and expenses incurred or suffered by any Fund Indemnified Party arising from any action, proceeding or claims which may be brought against such Indemnified Party in connection with the Program, except to the extent that such losses result from the Lending Agent's negligence, bad performance or non-performance in good faith or willful misconduct in its administration of the Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its role as Lending Agent. The Lending Agent hereby indemnifies and agrees to defend, and hold and save harmless each Client and its Funds from and against (i) any and all, claims, actions, demands, lawsuits, losses and damages of any kind whatsoever arising or resulting from the negligence, bad faith or willful misconduct of the Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Lending Agent from any and all claims, actions, demands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties functions under this Agreement, except to the extent caused by the negligencelosses, costs and expenses resulting from willful misfeasance, bad faith or willful misconduct gross negligence in the performance of such Indemnified Partys duties or from reckless disregard on the Lending Agent in its administration part of the Programsuch Indemnified Party of such Indemnified Partys obligations and duties under this Agreement.