Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

Standard of Care; Indemnification. (a) In performing The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with the performance of its obligations under this Agreement, BNY Mellon will exercise except a loss resulting from a breach of fiduciary duty with respect to the standard receipt of care compensation for services (in which case any award of damages shall be limited to the period and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe the amount set forth in these affairs and shall act without bad faith, negligence or willful misconduct (Section 36(b)(3) of the “Standard of Care”1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided herein, BNY Mellon and any BNY Mellon Affiliate shall under provisions of applicable state law which cannot be liable for waived or modified hereby. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any costsand all claims, expenses, damageslosses, liabilities or claims damages (including attorneys’ reasonable attorney's fees and accountants’ feesother related expenses) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent howsoever arising out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under from or in connection with the performance of the Sub-Adviser's obligations under this Agreement; provided, even however, that the Sub-Adviser's obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement and provided further that the Sub-Adviser shall have no obligation under this Section 5 if previously informed it is acting pursuant to the direction of the possibility of such Adviser. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, (including counsel reasonable attorney's fees and other costs and expenses of a defense against any claim or liability, resulting from, related expenses) howsoever arising out of, from or in connection with its the performance hereunder, including its actions or omissions, of the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its Adviser's obligations under this Agreement or arising from or in accordance connection with the Standard Sub-Adviser acting at the direction of Carethe Adviser; provided, however, that the Adviser's obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate providing services hereunder shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s own fraud, negligence, bad faith, willful misconduct or any BNY Mellon Affiliate’s failure to satisfy the Standard reckless disregard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Careduties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any such BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the fraud, negligence, bad faith, or willful misconduct of BNY Mellon or its reckless disregard of its duties hereunder. Notwithstanding any other provision hereof, BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations cumulative liability under this Agreement in accordance shall be limited to the amount of fees paid for services hereunder during the twelve (12) months immediately preceding the event first giving rise to such loss, damage or liability; provided, however, that the foregoing limitation of liability shall not apply if a court of competent jurisdiction has determined that BNY Mellon acted with the Standard fraud, bad faith, intentional misconduct or its reckless disregard of Careits duties hereunder.

Standard of Care; Indemnification. (a) In performing all of its duties and obligations under this Agreementhereunder, BNY Mellon will shall exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies service provider would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard provision of Care”), and except the services rendered pursuant to this Agreement. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any and all costs, losses, charges, expenses, damages, liabilities or claims (claims, including reasonable and documented attorneys’ and accountants’ feesfees and expenses (collectively, “Losses”) incurred by or asserted against the Investment Adviser or a FundTrust, except those costs, expenses, damages, liabilities or claims to the extent Losses arising out of BNY Mellon’s own gross negligence, bad faith or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Carewillful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, Losses resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser Trust, unless such Losses arise out of the bad faith, gross negligence or a Fundwillful misconduct of BNY Mellon, or nor shall BNY Mellon be liable for any Losses for delays caused by circumstances beyond the reasonable control of BNY Mellon’s reasonable control, unless such loss, damage Mellon or expense arises out any agent of BNY Mellon and which adversely affect the performance by BNY Mellon of its obligations and duties hereunder or by any other agent of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except 8.1 Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ feesfees relating thereto) incurred by or asserted against the Investment Adviser or a FundTrust, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s own bad faith, negligence or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Carewillful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of XXX Xxxxxx. XXX Xxxxxx shall indemnify and hold harmless the Trust and any Fund from and against any and all direct costs, expenses, damages, liabilities, and claims, and reasonable attorneys’ and accountants’ fees relating thereto (collective, “Losses”) where such Losses have been finally determined by a court of competent jurisdiction (pursuant to the terms of this Agreement) to have arisen out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform discharge its obligations under this Agreement duties in accordance with its standard of care as set forth hereunder. This indemnity shall be a continuing obligation of BNY Mellon, its successors and assigns, notwithstanding the Standard termination of Carethis Agreement.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) (“Losses”) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Losses arising out of BNY Mellon’s own bad faith, negligence, willful misconduct or any BNY Mellon Affiliate’s failure to satisfy the Standard reckless disregard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Careor duties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s the bad faith, negligence or any willful misconduct of BNY Mellon Affiliate’s failure to perform or reckless disregard of its obligations under this Agreement or duties hereunder. In instances in accordance which the bad faith, negligence or willful misconduct of BNY Mellon or reckless disregard of its obligations or duties hereunder results in a Net Asset Value error, BNY Mellon shall be liable for the amounts required to be paid to the Fund and/or Fund shareholders as calculated pursuant to the Net Asset Value error correction policy (“NAV Error Policy”) attached hereto at Schedule II and as may be amended or restated from time-to-time, provided any such amendments to or restatements of the NAV Error Policy are made available to BNY Mellon in advance for review and acknowledgement. The parties acknowledge and agree that the NAV Error Policy shall at all times be consistent with SEC guidance regarding the Standard correction of CareNAV errors.

Standard of Care; Indemnification. (a) In Notwithstanding anything to the contrary contained in the Loan Documents or this Article VIII, in performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care as it normally exercises in connection with real estate loans that it syndicates and diligence that a prudent professional administrator responsible administers, but Administrative Agent shall have no further responsibility to any Lender or the L/C Issuer except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, its own gross negligence or willful misconduct which results in actual loss to such Lender or the L/C Issuer, and, except to such extent, Administrative Agent shall have no responsibility to any Lender or the L/C Issuer. The Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Section 10.03, but without limiting the obligations of Care”)Borrower under Section 10.03 ratably, and except as otherwise provided hereinin accordance with their respective Applicable Percentages, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the Investment Adviser foregoing that arise from any claims or a Fund, except those costs, expenses, damages, liabilities or claims to the extent assertions of any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 10.03, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund of the terms hereof or thereof or of any such other documents or any third party for any specialaction taken or omitted by Administrative Agent under the Loan Documents, indirect or consequential damages, or 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 and any BNY Mellon Affiliate provided that no Lender shall not be liable for any lossof 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, damage or expensenon-appealable judgment provided, including counsel fees and other costs and expenses of a defense against any claim or liabilityhowever, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement that no action taken in accordance with the Standard directions of Carethe Required Lenders (or, where applicable, Required Revolving Lenders or Required Term Lenders) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 8.06. Without limiting the generality of the foregoing, each Lender agrees to reimburse Administrative Agent (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to Administrative Agent) incurred by Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties 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/or the L/C Issuer, and any claim or suit brought against Administrative Agent and/or the Lenders and/or the L/C Issuer arising under any Environmental Laws as a result of this Agreement or any other Loan Documents. 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 amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If Borrower shall reimburse Administrative Agent for any of the foregoing amounts following payment by any Lender to Administrative Agent in respect of such amount pursuant to this Section 8.06, then Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment in accordance with each such Lender’s respective Applicable Percentage.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s own bad faith, negligence or any BNY Mellon Affiliate’s failure to satisfy the Standard of Carewillful misconduct. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in maximum aggregate cumulative liability under this Agreement (including in Schedule Iincluding, without limitation, for all losses, claims, suits, controversies, breaches or damages of any nature), for any reason and upon any cause of action whatsoever, whether asserted by a Fund, the Trust or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrativeany other person, compliance, valuation and computation services to registered investment companies would perform such obligationsregardless of the form of action or legal theory (“Loss”), shall be considered a failure not exceed the total amount of fees actually received by BNY Mellon with respect to satisfy the Standard Trust for services provided hereunder during the eighteen (18) calendar months immediately prior to the date of Caresuch Loss. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a FundTrust, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

Standard of Care; Indemnification. (a) In performing all of its duties and obligations under this Agreementhereunder, BNY Mellon will shall exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies service provider would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard provision of Care”), and except the services rendered pursuant to this Agreement. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any and all costs, expenses, losses, charges, damages, liabilities or claims (claims, including reasonable and documented attorneys’ and accountants’ fees) fees and expenses (collectively, “Losses”), incurred by or asserted against the Investment Adviser or a FundTrust, except those costs, expenses, damages, liabilities or claims to the extent Losses arising out of BNY Mellon’s own gross negligence, bad faith or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Carewillful misconduct. In no event shall the Trust, BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liabilityLosses, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser Trust, unless such Losses arise out of the bad faith, gross negligence or a Fundwillful misconduct of BNY Mellon, or nor shall BNY Mellon be liable for any Losses for delays caused by circumstances beyond the reasonable control of BNY Mellon’s reasonable control, unless such loss, damage Mellon or expense arises out any agent of BNY Mellon and which adversely affect the performance by BNY Mellon of its obligations and duties hereunder or by any other agent of BNY Mellon’s , including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Upon the occurrence of any BNY Mellon Affiliate’s such delay or failure the Bank shall use commercially reasonable efforts to perform its obligations resume performance as soon as practicable under this Agreement in accordance with the Standard of Carecircumstances.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon the Administrative Agent will exercise the standard same degree of care as the Administrative Agent normally exercises in connection with real estate loans in which no syndication or participations are involved, but the Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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 any Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the “Standard extent not reimbursed under Section 11.5, but without limiting the obligations of Care”any Borrower under Section 11.5) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 any Borrower is obligated to pay under Section 11.5, but excluding, unless a Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from the Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care as it normally exercises in connection with real estate loans that it syndicates and diligence that a prudent professional administrator responsible administers and holds for providing administrativeits own account, compliance, valuation but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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. Subject to the terms of any separate agreement among Administrative Agent and the Lenders, the Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Section 12.5, but without limiting the obligations of Care”Borrower under Section 12.5) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses (other than losses due to Borrower’s failure to pay any interest, principal and fees payable by Borrower under the Loan Documents), damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing BNY Mellon shall at all times act in good faith and exercise reasonable care and due diligence in its obligations performance of all services performed under this Agreement, BNY Mellon will exercise the standard of care but assumes no responsibility and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsloss or damage due to errors, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred unless such errors are caused by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s or any BNY Mellon Affiliate’s failure own gross negligence, bad faith, or willful misconduct or that of its officers, employees or agents, or its breach of any representation or warranty (“Liable Conduct”). In the event that a claim is asserted against the Trust arising directly out of any action or inaction of BNY Mellon or BNY Mellon Affiliate in connection with which BNY Mellon failed to satisfy the Standard carry out its duties in accordance with its standard of Care. For avoidance of doubtcare as set forth herein, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible Mellon shall indemnify the Trust for providing administrative, compliance, valuation any and computation services to registered investment companies would perform all such obligations, direct losses. This indemnity shall be considered a failure to satisfy continuing obligation of the Standard BNY Mellon, its successors and assigns, notwithstanding the termination of Carethis Agreement. In no event shall the BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a FundCompany, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to satisfy the Standard own willful misfeasance, bad faith, negligence or reckless disregard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), its duties or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Carehereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund Company or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting fromincurred by or asserted against the Company, arising which resulted from or arose out of, or in connection with its performance hereunder, including its actions or omissions, of the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a FundCompany, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises resulted from or arose out of BNY Mellon’s or any BNY Mellon AffiliateAffiliates willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations hereunder. BNY Mellon’s failure cumulative liability to perform its obligations under the Company for all losses, costs, damages, expenses, liabilities and claims for any cause whatsoever (including but not limited to those arising out of or related to this Agreement in accordance with Agreement) regardless of the Standard form of Careaction or legal theory shall not exceed the lesser of $4,000,000 or the fees received by BNY Mellon for services provided hereunder during the 24 months immediately prior to the date of such loss or damage.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will shall exercise the standard of reasonable care and diligence that a prudent professional fund accountant and administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs carrying out all of its duties and shall act without bad faithobligations under this Agreement taking into account the prevailing rules, negligence or willful misconduct (practices, procedures and circumstances in the “Standard of Care”), and except market. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ ' and accountants’ ' fees) incurred by or asserted against the Investment Adviser or Trust, on behalf of a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s 's own bad faith, negligence or any BNY Mellon Affiliate’s failure to satisfy the Standard willful misconduct or reckless disregard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Careduties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party party, nor shall any Fund be liable to BNY Mellon, for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or Trust, on behalf of a Fund, or Sponsor or for delays caused by circumstances beyond BNY Mellon’s 's - 13 - reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence, willful misconduct or reckless disregard of its duties hereunder of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

Standard of Care; Indemnification. (a) In performing its obligations duties under this the Loan Documents and the Environmental Indemnity Agreement, BNY Mellon Administrative Agent will exercise the standard same degree of care as Administrative Agent 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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, the Environmental Indemnity Agreement or otherwise. Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Sections 11.5 or 11.11, but without limiting the obligations of Care”)Borrowers under Sections 11.5 or 11.11) ratably in accordance with each Lender’s Pro Rata Share, and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure other Loan Document, the Environmental Indemnity Agreement or any other documents contemplated by or referred to satisfy herein or therein or the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement transactions contemplated hereby or thereby (including in Schedule I)the costs and expenses that Borrowers are obligated to pay under Section 11.11, or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrativebut excluding, complianceunless an Event of Default has occurred and is continuing, valuation normal administrative costs and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.Section. AMENDED AND RESTATED LOAN AGREEMENT – PAGE 100 HTI MOB Portfolio

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s own bad faith, gross negligence or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Carewillful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, gross negligence or willful misconduct of BNY Mellon’s . Each Fund shall indemnify and hold harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by a Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without bad faith, gross negligence, or willful misconduct, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s failure Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of legal counsel for such Fund or BNY Mellon, or arising out of transactions or other activities of such Fund which occurred prior to perform the commencement of this Agreement; provided, that no Fund shall indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 8(a). This indemnity shall be a continuing obligation of each Fund, its obligations under successors and assigns, notwithstanding the termination of this Agreement Agreement. Without limiting the generality of the foregoing, each Fund shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of a Fund; Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Fund or otherwise without gross negligence or willful misconduct; Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the Standard advice or opinion of Carecounsel for a Fund or its own counsel; Any improper use by a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement; The method of valuation of the securities and the method of computing each Series’ net asset value; or Any valuations of securities, other assets, or the net asset value provided by a Fund. Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be from an Authorized Person, or upon the opinion of legal counsel for a Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith.

Standard of Care; Indemnification. (a) In performing its obligations The Administrator shall exercise due care and diligence to ensure the accuracy of all services performed under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate . The Administrator shall not be liable for any costs, expenses, damages, liabilities error of judgment or claims (including attorneys’ and accountants’ fees) incurred by mistake of law or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent for any loss arising out of BNY Mellon’s any investment or for any BNY Mellon Affiliate’s failure to satisfy act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the Standard performance of Careits duties, or by reason of reckless disregard of its obligations and duties hereunder. For avoidance of doubt, BNY Mellon’s refusal to provide services as described (As used in this Agreement (including in Schedule I)Article 5, the term “Administrator” shall include officers, employees, sub-administrators and other agents of the Administrator or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, affiliates.) Under no circumstances shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate Administrator be liable to the Investment Adviser, any Fund or any third party Funds for any specialconsequential, indirect or consequential punitive damages. So long as the Administrator, or its agents, acts without willful misfeasance, bad faith or negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Funds agree to indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or lost profits indirectly out of the Administrator’s willful misfeasance, bad faith, negligence or loss reckless disregard of businessits obligations and duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. If in any case a party hereunder (the “Indemnifying Party”) is asked to indemnify or hold the other party harmless (the “Indemnified Party”), the Indemnified Party shall promptly notify and advise the Indemnifying Party of the pertinent facts concerning the situation in question, and the Indemnified Party will use all reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. The Indemnifying Party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party, whose approval shall not be unreasonably withheld. In the event that the Indemnifying Party elects to assume the defense of any suit and retain counsel, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If the Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Indemnified Party for reasonable fees and expenses of any counsel retained by the Indemnified Party. The Indemnified Party may apply to the Indemnifying Party at any time for instructions and may consult counsel for the Indemnifying Party or the Funds as applicable, or its own counsel and with the Funds’ accountants and other experts, at the Indemnifying Party’s expense, with respect to any matter arising under or in connection with this Agreementthe Indemnified Party’s duties. The Indemnified Party shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, even if previously informed accountants or other experts. Also, the Indemnified Party shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper authorized person or persons. Nor shall the Indemnified Party be held to have notice of any change of authority of any officers, employee or agent of the possibility Indemnifying Party until receipt of such damages written notice thereof from the Indemnifying Party. The Administrator is entitled to rely on the price information provided by the underlying funds in which the Funds invest, and regardless of brokers in order to calculate the form of action. BNY Mellon Funds’ net asset value and any BNY Mellon Affiliate the Administrator shall not be liable for any lossvaluation errors resulting from the use of such information, damage or expense, including counsel fees provided the Administrator complies with the valuation procedures described in the Registration Statement and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished adopted by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareFunds.

Standard of Care; Indemnification. (a) In performing its obligations duties under this the Loan Documents and the Environmental Indemnity Agreement, BNY Mellon Administrative Agent will exercise the standard same degree of care as Administrative Agent 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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, the Environmental Indemnity Agreement or otherwise. The Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Sections 11.5 or 11.11, but without limiting the obligations of Care”)Borrowers under Sections 11.5 or 11.11) ratably in accordance with each Lender’s Pro Rata Share, and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure other Loan Document, the Environmental Indemnity Agreement or any other documents contemplated by or referred to satisfy herein or therein or the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement transactions contemplated hereby or thereby (including in Schedule I)the costs and expenses that Borrowers are obligated to pay under Section 11.11, or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrativebut excluding, complianceunless an Event of Default has occurred and is continuing, valuation normal administrative costs and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Credit Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care as Administrative Agent 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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 Credit Documents or otherwise. The Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Sections 10.5 or 10.11, but without limiting the obligations of Care”)Borrower under Sections 10.5 or 10.11) ratably in accordance with each Lender’s Proportionate Share, and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure other Credit Document or any other documents contemplated by or referred to satisfy herein or therein or the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement transactions contemplated hereby or thereby (including the costs and expenses that Borrower is obligated to pay under Section 10.11, but excluding, unless an Event of Default is in Schedule I)existence, or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation normal administrative costs and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s bad faith, gross negligence or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Carewillful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 indemnify and hold harmless the Fund and any affiliate of the Fund from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by BNY Mellon), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against the Fund or any affiliate of the Fund, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any affiliate of BNY Mellon by reason of BNY Mellon’s negligence, bad faith or willful misconduct or breach of any of its duties or obligations under this Agreement. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, gross negligence or willful misconduct of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care as it normally exercises in connection with real estate loans that it syndicates and diligence that a prudent professional administrator responsible administers, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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. Subject to the terms of any separate agreement among Administrative Agent and the Lenders, the Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Section 9.28, but without limiting the obligations of Care”Borrower under Section 9.28) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan 116 Document or any BNY Mellon Affiliate be liable 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 9.28, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care as GECC normally exercises in connection with real 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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 “Standard extent not reimbursed under Section 11.5, but without limiting the obligations of Care”Borrower under Section 11.5) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing all of its duties and obligations under this Agreementhereunder, BNY Mellon will shall exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies service provider would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard provision of Care”), and except the services rendered pursuant to this Agreement. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, losses, charges, damages, liabilities or claims (claims, including reasonable and documented attorneys’ and accountants’ fees) fees (collectively, “Losses”), incurred by or asserted against the Investment Adviser or a FundTrust, except those costs, expenses, damages, liabilities or claims to the extent Losses arising out of BNY Mellon’s own gross negligence, bad faith or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Carewillful misconduct. In no event shall the Trust, BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liabilityLosses, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser Trust, unless such Losses arise out of the bad faith, gross negligence or a Fundwillful misconduct of BNY Mellon, or nor shall BNY Mellon be liable for any Losses for delays caused by circumstances beyond the reasonable control of BNY Mellon’s reasonable control, unless such loss, damage Mellon or expense arises out any agent of BNY Mellon and which adversely affect the performance by BNY Mellon of its obligations and duties hereunder or by any other agent of BNY Mellon’s , including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Upon the occurrence of any such delay or failure the BNY Mellon Affiliate’s failure shall use commercially reasonable efforts to perform its obligations resume performance as soon as practicable under this Agreement in accordance with the Standard of Carecircumstances.

Standard of Care; Indemnification. (a) In performing all of its duties and obligations under this Agreementhereunder, BNY Mellon will exercise shall use the standard of reasonable care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies service provider would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except affairs. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any and all costs, expenses, losses, charges, damages, liabilities or claims (claims, including reasonable attorneys’ and accountants’ fees) fees and expenses (collectively, “Losses”), incurred by or asserted against the Investment Adviser or a FundTrust, except those costs, expenses, damages, liabilities or claims to the extent Losses arising out of BNY Mellon’s own negligence, bad faith or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Carewillful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund Trust or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liabilityLosses, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser Trust, unless such Losses arise out of the negligence, bad faith or a Fundwillful misconduct of BNY Mellon, or nor shall BNY Mellon be liable for any Losses for delays caused by circumstances beyond the reasonable control of BNY Mellon’s reasonable control, unless such loss, damage Mellon or expense arises out any agent of BNY Mellon and which adversely affect the performance by BNY Mellon of its obligations and duties hereunder or by any other agent of BNY Mellon’s , including without limitation strikes, work stoppages, acts of war or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of CareGod, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care as it normally exercises in connection with real 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, its own gross negligence or willful wilful 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 “Standard extent not reimbursed under Section 12.5, but without limiting the obligations of Care”Borrower under Section 12.5) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreement, BNY Mellon will shall exercise the standard of care care, skill and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation provider of fund administration and computation accounting services to registered investment companies exchange-traded funds would observe in these affairs and shall act perform its duties without negligence, fraud, bad faith, negligence faith or willful misconduct (the “Standard of Care”), and except . The respective indemnity obligations of the parties set forth in this Section 8 shall survive the termination of this Agreement. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a FundTrust, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a own failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund Trust or any third party for any special, indirect or consequential damages, or 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. Notwithstanding any disclaimers by BNY Mellon of liability to a Trust or third party herein other than in the immediately preceding sentence and any in the case of the Trust’s negligence or willful misconduct, BNY Mellon Affiliate shall not be liable absolved of liability for any loss, damage of its acts or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or omissions in connection with its performance hereunder, including its any services performed pursuant to this Agreement if such actions or omissionsomissions failed to satisfy the Standard of Care set forth in this paragraph. Subject to the other provisions of this Section 8, BNY Mellon agrees to be liable to a Fund to the incompleteness or inaccuracy of any specifications or other information furnished by extent it is the Investment Adviser or a Fund, or responsible party for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement either (i) in accordance with the Standard terms of Careits Net Asset Value (“NAV”) Error Policy as such is provided to BNY Mellon by the Fund or (ii) as may be mutually agreed upon between BNY Mellon and a Fund.

Standard of Care; Indemnification. (a) In performing its obligations under this AgreementSubject to the requirements of applicable law, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate Lender’s Agent shall not be liable for any loss or damage, including counsel fees and court costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender under this Agreement or asserted against any provision of this Agreement, including, without limitation any Loan or the Investment Adviser investment of any Collateral, unless the loss or a Funddamage arises out of Lender’s Agent’s own negligence, except those willful misfeasance or breach of fiduciary duty; provided further, however, Lender’s Agent shall not in any event, be liable for losses, costs, expensesexpenses or liabilities caused by or resulting from the acts or omissions, damagesnegligence, liabilities willful misfeasance or claims to the extent arising out breach of BNY Mellon’s fiduciary duty of Lender or of any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), agent or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party custodian of Lender, and Lender shall not be responsible for any special, punitive, indirect or consequential damages, whether or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed not Lender has been apprised of the possibility likelihood of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable Except for any liability, loss, damage or expenseexpense arising from or connected with Lender’s Agent’s own negligence, willful misfeasance or breach of fiduciary duty, the Lender agrees to reimburse and hold Lender’s Agent (which, for purposes of this paragraph, shall include Lender’s Agent’s officers, directors, partners, managers, employees and agents) harmless from and against any claims, liabilities, losses and expenses, including counsel fees and other costs expenses and expenses of a defense against any claim court costs, incurred, suffered or liabilitysustained by Lender arising, resulting fromdirectly or indirectly, arising out of, or in connection with its performance hereunderthis Agreement or any loan of securities under this Agreement(including, without limitation, the reversal of earnings paid to Lender with respect to a Loan if the securities are sold by Lender and any applicable corporate action entitlements are owed to the purchaser), or arising directly or indirectly from or connected with claims of any third parties, including its actions any Borrower, or omissionsfrom and against all taxes and other governmental charges. Without limiting the generality of the foregoing, the incompleteness Lender agrees: (i) that Lender’s Agent shall not be responsible for any statements, representations or inaccuracy of warranties which any specifications or other information furnished by the Investment Adviser or a FundBorrower makes in connection with any Loans hereunder, or for delays caused the performance by circumstances beyond BNY Mellon’s reasonable controlany Borrower of the terms of any Loan, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under agreement related thereto, except as otherwise expressly provided in this Agreement and (ii) that Lender’s Agent shall be fully protected in acting in accordance with the Standard oral or written instructions of Careany person believed by Lender’s Agent to be authorized to execute this Agreement on behalf of the Lender. This indemnity shall survive the termination of this Agreement and any resignation or removal of Lender Agent as agent.

Standard of Care; Indemnification. (a) In performing its obligations duties under this the Loan Documents and the Environmental Indemnity Agreement, BNY Mellon Administrative Agent will exercise the standard same degree of care as Administrative Agent 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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, the Environmental Indemnity Agreement or otherwise. The Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Sections 11.5 or 11.11, but without limiting the obligations of Care”)Borrower under Sections 11.5 or 11.11) ratably in accordance with each Lender’s Pro Rata Share, and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure other Loan Document, the Environmental Indemnity Agreement or any other documents contemplated by or referred to satisfy herein or therein or the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement transactions contemplated hereby or thereby (including in Schedule I)the costs and expenses that Borrower is obligated to pay under Section 11.11, or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrativebut excluding, complianceunless an Event of Default has occurred and is continuing, valuation normal administrative costs and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations duties under this the Loan Documents and the Environmental Indemnity Agreement, BNY Mellon Administrative Agent will exercise the standard same degree of care as Administrative Agent 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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, the Environmental Indemnity Agreement or otherwise. Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Sections 11.5 or 11.11, but without limiting the obligations of Care”)Borrowers under Sections 11.5 or 11.11) ratably in accordance with each Lender’s Pro Rata Share, and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure other Loan Document, the Environmental Indemnity Agreement or any other documents contemplated by or referred to satisfy herein or therein or the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement transactions contemplated hereby or thereby (including in Schedule I)the costs and expenses that Borrowers are obligated to pay under Section 11.11, or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrativebut excluding, complianceunless an Event of Default has occurred and is continuing, valuation normal administrative costs and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will shall exercise the standard of reasonable care and diligence that a prudent professional fund accountant and administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs carrying out all of its duties and shall act without bad faithobligations under this Agreement taking into account the prevailing rules, negligence or willful misconduct (practices, procedures and circumstances in the “Standard of Care”), and except market. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser Trust or the Trust on behalf of a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s own bad faith, negligence, willful misconduct or any BNY Mellon Affiliate’s failure to satisfy the Standard reckless disregard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Careduties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party party, nor shall any Fund be liable to BNY Mellon, for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care as it normally exercises in connection with real 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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 “Standard extent not reimbursed under Section 12.5, but without limiting the obligations of Care”Borrower under Section 12.5) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent's breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In Solely as between Administrative Agent and the Lenders, with respect to Administrative Agent’s relationship hereunder with the Lenders, and notwithstanding anything to the contrary contained in the Loan Documents or this Article 10, in performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise service and administer the standard Loan or the management of care the Property, as applicable, (i) in accordance with applicable law, (ii) in accordance with the terms of the Loan Documents, and (iii) in the same manner in which, and with the same care, skill, prudence and diligence that a prudent professional administrator responsible with which, it administers mortgage loans comparable to the Loan or manages real estate owned properties comparable to any Property for providing administrativeits own account, compliance, valuation and computation services but Administrative Agent shall have no further responsibility to registered investment companies would observe in these affairs and shall act without bad faith, 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 “Standard extent not reimbursed under Section 5.28, but without limiting the obligations of Care”Borrower under Section 5.28) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the Investment Adviser foregoing that arise from any claims or a Fund, except those costs, expenses, damages, liabilities or claims to the extent assertions of any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund of the terms hereof or thereof or of any such other documents or any third party for any specialaction taken or omitted by Administrative Agent under the Loan Documents, indirect or consequential damages, or 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 and any BNY Mellon Affiliate provided that no Lender shall not be liable for any lossof 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, damage or expensenon-appealable judgment provided, including counsel fees and other costs and expenses of a defense against any claim or liabilityhowever, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement that no action taken in accordance with the Standard directions of Carethe 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, each Lender agrees to reimburse Administrative Agent (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so, if any) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to Administrative Agent) incurred by Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties 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. 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 amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If Borrower shall reimburse Administrative Agent for any of the foregoing amounts following payment by any Lender to Administrative Agent in respect of such amount pursuant to this Section 10.5, then Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment in accordance with each such Lender’s respective Proportionate Share.

Standard of Care; Indemnification. (a) In performing its obligations under this Agreement, BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence or willful misconduct (the “Standard of Care”), and except Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of the bad faith, gross negligence, willful misfeasance, willful misconduct, fraud or reckless disregard of BNY Mellon’s Mellon or any a BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or 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 and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, gross negligence, willful misfeasance, willful misconduct, fraud or reckless disregard of BNY Mellon’s Mellon or any a BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

Standard of Care; Indemnification. (a) In Notwithstanding anything to the contrary contained in the Loan Documents or this Article 9, in performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care and diligence as it normally exercises in connection with real estate loans that a prudent professional administrator responsible it administers on it own account, but Administrative Agent shall have no further responsibility to any Lender or the L/C Issuer except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, its own gross negligence or willful misconduct which results in actual loss to such Lender or the L/C 126 Issuer, and, except to such extent, Administrative Agent shall have no responsibility to any Lender or the L/C Issuer. The Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Section 4.24 and Section 4.25, but without limiting the obligations of Care”)Borrower under Section 4.24 and Section 4.25 ratably, and except as otherwise provided hereinin accordance with their respective Applicable Percentages, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the Investment Adviser foregoing that arise from any claims or a Fund, except those costs, expenses, damages, liabilities or claims to the extent assertions of any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 4.24 and Section 4.25, but excluding normal internal administrative costs and internal expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund of the terms hereof or thereof or of any such other documents or any third party for any specialaction taken or omitted by Administrative Agent under the Loan Documents, indirect or consequential damages, or 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 and any BNY Mellon Affiliate provided that no Lender shall not be liable for any lossof 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, damage or expensenon-appealable judgment provided, including counsel fees and other costs and expenses of a defense against any claim or liabilityhowever, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement that no action taken in accordance with the Standard directions of Carethe Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.6. Without limiting the generality of the foregoing, each Lender agrees to reimburse Administrative Agent (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to Administrative Agent) incurred by Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties 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/or the L/C Issuer, and any claim or suit brought against Administrative Agent and/or the Lenders and/or the L/C Issuer arising under any Environmental Laws as a result of this Agreement or any other Loan Documents. 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 amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If Borrower shall reimburse Administrative Agent for any of the foregoing amounts following payment by any Lender to Administrative Agent in respect of such amount pursuant to this Section 9.6, then Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment in accordance with each such Lender’s respective Applicable Percentage.

Standard of Care; Indemnification. (a) In performing its obligations duties under this the Loan Documents and the Environmental Indemnity Agreement, BNY Mellon Administrative Agent will exercise the standard same degree of care as Administrative Agent 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 diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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, the Environmental Indemnity Agreement or otherwise. Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Sections 11.5 or 11.11, but without limiting the obligations of Care”)Borrowers under Sections 11.5 or 11.11) ratably in accordance with each Lender’s Pro Rata Share, and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure other Loan Document, the Environmental Indemnity Agreement or any other documents contemplated by or referred to satisfy herein or therein or the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement transactions contemplated hereby or thereby (including in Schedule I)the costs and expenses that Borrowers are obligated to pay under Section 11.11, or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrativebut excluding, complianceunless an Event of Default has occurred and is continuing, valuation normal administrative costs and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.Section. LOAN AGREEMENT – PAGE 96 HTI MOB Portfolio

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon the Administrative Agent will exercise the standard same degree of care as GECC normally exercises in connection with real estate loans in which no syndication or participation are involved, but the Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and diligence that a prudent professional administrator responsible except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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 the Borrowers under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the “Standard extent not reimbursed under SECTION 11.05, but without limiting the obligations of Care”any Borrower under SECTION 11.05) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 any Borrower is obligated to pay under SECTION 11.05, but excluding, unless a Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, PROVIDED, THAT, no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from the Administrative Agent's breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreementthe Loan Documents, BNY Mellon Administrative Agent will exercise the standard same degree of care as it normally exercises in connection with real estate loans that it syndicates and diligence that a prudent professional administrator responsible administers, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, 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. Subject to the terms of any separate agreement among Administrative Agent and the Lenders, the Lenders agree to indemnify Administrative Agent (to the “Standard extent not reimbursed under Section 9.28, but without limiting the obligations of Care”Borrower under Section 9.28) 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), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costsand all liabilities, expensesobligations, losses, damages, liabilities penalties, actions, judgments, suits, costs, expenses or claims (including attorneys’ disbursements of any kind and accountants’ fees) nature whatsoever that may be imposed on, incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent Administrative Agent (including by any Lender) arising out of BNY Mellon’s or by reason of any investigation in or in any way relating to or arising out of this Agreement or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon other Loan Document or any BNY Mellon Affiliate be liable 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 9.28, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the Investment Adviser, performance of its agency duties hereunder) or the enforcement of any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility terms hereof or thereof or of any such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate other documents, provided that no Lender shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or the foregoing to the extent they arise from Administrative Agent’s breach of its standard of care set forth in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy first sentence of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of CareSection.

Standard of Care; Indemnification. (a) In performing its obligations duties under this Agreement, BNY Mellon will shall exercise the standard of care care, skill and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation provider of fund administration and computation accounting services to commodity pools operated by a commodity pool operator registered investment companies as such with the CFTC with respect thereto and subject to regulation under the Commodity Exchange Act would observe in these affairs and shall act perform its duties without negligence, fraud, bad faith, negligence faith or willful misconduct (the “Standard of Care”), and except . The respective indemnity obligations of the parties set forth in this Section 8 shall survive the termination of this Agreement. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a FundTrust, except those costs, expenses, damages, liabilities or claims to the extent arising out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to satisfy the Standard of Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a own failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund Trust or any third party for any special, indirect or consequential damages, or 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. Notwithstanding any disclaimers by BNY Mellon of liability to a Trust or third party herein other than in the immediately preceding sentence and any in the case of the Trust’s negligence or willful misconduct, BNY Mellon Affiliate shall not be liable absolved of liability for any loss, damage of its acts or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or omissions in connection with its performance hereunder, including its any services performed pursuant to this Agreement if such actions or omissionsomissions failed to satisfy the Standard of Care set forth in this paragraph. Subject to the other provisions of this Section 8, BNY Mellon agrees to be liable to a Fund to the incompleteness or inaccuracy of any specifications or other information furnished by extent it is the Investment Adviser or a Fund, or responsible party for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to perform its obligations under this Agreement either (i) in accordance with the Standard terms of Careits Net Asset Value (“NAV”) Error Policy as such is provided to BNY Mellon by the Fund or (ii) as may be mutually agreed upon between BNY Mellon and a Fund.