Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the "Board of Trustees" or "Trustees"). USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS X. Xxxxxxx shall exercise reasonable care in the performance of its duties under this Agreement. USBFS Calamos shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Party in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's Calamos' control, except a loss arising out of or relating to USBFS's Calamos' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS Calamos has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Party shall indemnify and hold harmless USBFS Calamos, its directors, officers, employees and agents from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS that Calamos, its directors, officers, employees and agents may sustain or incur or which that may be asserted against USBFS Calamos by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the standard of care set forth herein, or (ii) in reliance upon any written or oral instruction provided to Calamos by any duly authorized officer of a Party, such duly authorized officer to be included in a list of authorized officers furnished to Calamos and as amended from time to time in writing by resolution of a Party's Board of Trustees, except for any and all claims, demands, losses, expenses, and liabilities arising directly or indirectly out of or relating to USBFS's Calamos' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS Calamos shall indemnify and hold the Trust each Party, its officers, trustees and employees harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust such Party may sustain or incur or that may be asserted against the Trust such Party by any person arising directly or indirectly out of any action taken or omitted to be taken by USBFS Calamos as a result of USBFS's Calamos' refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS Calamos shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's Calamos' control. USBFS Calamos will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSCalamos. USBFS Calamos agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust each Party shall be entitled to inspect USBFS's Calamos' premises and operating capabilities at any time during regular business hours of USBFSCalamos, upon reasonable notice to USBFSCalamos. Notwithstanding the above, USBFS Calamos reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Adviser and the Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Adviser and the Funds shall indemnify indemnify, save and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustAdviser and the Funds, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify indemnify, save and hold harmless the Trust harmless Adviser, the Funds, their parents, affiliates, and their respective assigns, officers, directors, trustees, employees, agents and representatives (the “Parties Indemnified by USBFS”) from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Parties Indemnified by USBFS may sustain or incur or that may be asserted against the Trust them by any person or entity arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Adviser and the Funds shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the “Board of Trustees” or “Trustees”). USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS To the extent permitted by law, Recipient shall exercise reasonable care indemnify, defend and hold harmless ATCC and its Contributors against all third party claims, losses, expenses and Property Rights ATCC and/or its Contributors shall retain ownership of all right, title and interest in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relatesATCC Materials, including losses resulting from mechanical breakdowns such ATCC Materials contained or the failure of communication or power supplies beyond USBFS's controlincorporated damages, except a loss including reasonable attorneys’ fees (collectively in Modifications. Recipient retains ownership of: (a) “Claims”) arising out of or relating to USBFS's refusal or failure Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to comply with ATCC Materials, provided that Recipient’s liability shall be limited to the terms extent that any such Claim arises out of this Agreement or from bad faith, negligence, ATCC’s gross negligence or willful misconduct on its part in the performance of its duties under this Agreementmisconduct. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities All non-monetary settlements of any and every nature (including reasonable attorneys' fees) such Claims are subject to ATCC’s prior written consent, which USBFS may sustain consent shall not be unreasonably withheld. If Recipient is the U.S. federal government or incur a state institution or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereundera foreign equivalent organization, except Recipient shall assume all liability for any and all claims, demands, losses, expenses, and liabilities Claims arising out of or relating to USBFS's refusal Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to ATCC Materials to the extent provided under the Federal Tort Claims Act, 28 U.S.C. §§ 2671 et seq. or failure to comply with under equivalent applicable State or foreign law. ALL ATCC ORIGINAL MATERIALS ARE SUPPLIED “AS IS”. ATCC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. To the terms of this Agreement maximum extent permitted by law, in no event will ATCC or from bad faithits Contributors be liable for any indirect, negligence special, incidental or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities consequential damages of any and every nature (including reasonable attorneys' fees) that the Trust may sustain kind in connection with or incur or that may be asserted against the Trust by any person arising out of any action taken the MTA or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this AgreementATCC Materials (whether in contract, its bad faithtort, negligence, strict liability, statute or willful misconductotherwise) even if ATCC has been advised of the possibility of such damages. In no event shall ATCC’s cumulative liability to the Recipient exceed the fees paid by Recipient under this MTA and the applicable ATCC purchase order for the twelve (12) month period preceding the date of the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps giving rise to minimize service interruptions for any period that the first such interruption continues beyond USBFS's controlclaim. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS Recipient agrees that it shallthe limitations of liability set forth in this MTA shall apply even if a limited remedy provided hereunder fails of its essential purpose. The provisions of this Indemnification; Limitation of Liability section shall survive termination or expiration of this MTA. Modifications (except that, at all times, have reasonable contingency plans with appropriate as between the parties, making reasonable provision for emergency ATCC retains ownership rights to ATCC Material included therein and use of electrical data processing equipment ATCC Materials remains subject to Scope of Use, above) and (b) those substances created through the extent use of ATCC Material, but which do not contain ATCC Material. Recipient shall cite ATCC as the provider of ATCC Materials and give appropriate equipment is availablecredit to ATCC in any publication containing information derived from ATCC Materials. Representatives Recipient expressly acknowledges that all ATCC trademarks are the exclusive property of ATCC and ATCC retains all right, title and interest in and to its trademarks, service marks, trade-names, logos, catalog numbers and ATCC-specific designations of ATCC Materials. Except as mandated by this Property Rights section, Recipient shall not use the Trust shall be entitled to inspect USBFS's premises and operating capabilities at foregoing in any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseway without ATCC’s prior written agreement.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the “Board of Trustees” or “Trustees”). USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Borrower shall indemnify and hold harmless USBFS Bank and each of its affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, demandsdamages, losses, expensesliabilities, costs and liabilities of any and every nature expenses (including without limitation reasonable attorneys' ’ fees) which USBFS may sustain or incur or which that may be incurred by or asserted or awarded against USBFS by any person arising out of any action taken or omitted to be taken by it Indemnified Party, in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities each case arising out of or relating in connection with or by reason of (including without limitation in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Credit Documents, any Collateral, any of the transactions contemplated herein or the actual or proposed use of the proceeds of any Advance or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties or operations of Borrower, any Subsidiary or any predecessor in interest, directly or indirectly, except to USBFS's refusal the extent such claim, damage, loss, liability, cost or failure to comply with the terms expense results from such Indemnified Party’s gross negligence or willful misconduct or willful breach of this Agreement Agreement. In the case of an investigation, litigation or from bad faithother proceeding to which the indemnity in this §11.23 applies, negligence such indemnity shall be effective whether or from willful misconduct on not such investigation, litigation or proceeding is brought by Borrower, its part in performance directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower hereby waives and agrees not to assert any claim against Bank, any of its duties under this Agreement, (i) in accordance with the foregoing standardsaffiliates, or (ii) in reliance upon any written of their respective directors, officers, employees, attorneys, agents and advisers, on any theory of liability, for special, indirect, consequential, or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person punitive damages arising out of or otherwise relating to the Credit Documents, any action taken of the transactions contemplated herein or omitted to be taken by USBFS as a result of USBFS's refusal therein or failure to comply with the terms of this Agreement, its bad faith, negligence, actual or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency proposed use of electrical data processing equipment to the proceeds of any Advance. To the extent appropriate equipment is available. Representatives that any of the Trust indemnities required from Borrower under this §11.23 are unenforceable because they violate any Applicable Law or public policy, Borrower shall be entitled pay the maximum amount which it is permitted to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expensepay under Applicable Law.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’’ fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’’ fees) that the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' " fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' " fees) that the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS X. Xxxxxxx shall exercise reasonable care in the performance of its duties under this Agreement. USBFS Calamos shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Party in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's Calamos’ control, except a loss arising out of or relating to USBFS's Calamos’ refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS Calamos has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Party shall indemnify and hold harmless USBFS Calamos, its directors, officers, employees and agents from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS that Calamos, its directors, officers, employees and agents may sustain or incur or which that may be asserted against USBFS Calamos by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the standard of care set forth herein, or (ii) in reliance upon any written or oral instruction provided to Calamos by any duly authorized officer of a Party, such duly authorized officer to be included in a list of authorized officers furnished to Calamos and as amended from time to time in writing by resolution of a Party’s Board of Trustees, except for any and all claims, demands, losses, expenses, and liabilities arising directly or indirectly out of or relating to USBFS's Calamos’ refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS Calamos shall indemnify and hold the Trust each Party, its officers, trustees and employees harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust such Party may sustain or incur or that may be asserted against the Trust such Party by any person arising directly or indirectly out of any action taken or omitted to be taken by USBFS Calamos as a result of USBFS's Calamos’ refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS Calamos shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's Calamos’ control. USBFS Calamos will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSCalamos. USBFS Calamos agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust each Party shall be entitled to inspect USBFS's Calamos’ premises and operating capabilities at any time during regular business hours of USBFSCalamos, upon reasonable notice to USBFSCalamos. Notwithstanding the above, USBFS Calamos reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFSFMFS's control, except a loss arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS FMFS may sustain or incur or which may be asserted against USBFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the "Board of Trustees" or "Trustees"). USBFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS FMFS as a result of USBFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFSFMFS's control. USBFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSFMFS. USBFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFSFMFS's premises and operating capabilities at any time during regular business hours of USBFSFMFS, upon reasonable notice to USBFSFMFS. Notwithstanding the above, USBFS FMFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFSFMFS's control, except a loss arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS that FMFS may sustain or incur or which that may be asserted against USBFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS FMFS as a result of USBFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFSFMFS's control. USBFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSFMFS. USBFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFSFMFS's premises and operating capabilities at any time during regular business hours of USBFSFMFS, upon reasonable notice to USBFSFMFS. Notwithstanding the above, USBFS FMFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS (a) Unless caused solely by an Indemnified Party's gross negligence or willful misconduct AND REGARDLESS OF WHETHER CAUSED BY AN INDEMNIFIED PARTY'S ORDINARY NEGLIGENCE, Mortgagor shall exercise protect, defend, indemnify and save harmless the Indemnified Parties from and against all actual liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation reasonable care attorneys' fees and expenses (of counsel engaged by Mortgagee, rather than of all counsel engaged by all such Indemnified Parties)) imposed upon or incurred by or asserted against any Indemnified Party by reason of (a) ownership of the Mortgage, the Mortgaged Property or any interest therein or receipt of any rents; (b) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) any use, nonuse or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (d) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (e) any actions taken by any Indemnified Party in the performance enforcement of its duties under this Agreement. USBFS shall not be liable for Mortgage and the other Loan Documents; (f) any error failure to act on the part of judgment any Indemnified Party hereunder; (g) the payment or mistake nonpayment of law or for any loss suffered by the Trust brokerage commissions to any party in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the transaction contemplated hereby; and (h) the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating Mortgagor to USBFS's refusal or failure to comply file timely with the terms Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of this Agreement or Proceeds from bad faithReal Estate, negligenceBroker and Barter Exchange Transactions, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted required in connection with this Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Mortgage is made; provided, that the foregoing indemnification shall not include punitive damages as may be charged to the Indemnified Parties (as opposed to being claimed by the Indemnified Parties against USBFS the Mortgagor). Any amounts payable to an Indemnified Party by reason of the application of this section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until paid. The provisions of this Section 32 shall survive any person arising out termination, satisfaction or assignments of the Loan Documents or the entry of a judgment of foreclosure, sale of the Mortgaged Property by nonjudicial foreclosure sale, delivery of a deed in lieu of foreclosure or the exercise by Mortgagee of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties other rights and remedies under this Agreement, (i) in accordance with Mortgage or the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseother Loan Documents.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Corporation may sustain or incur or that may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS Neither party shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment delay or mistake of law or for any loss suffered by the Trust failure in connection with matters to which this Agreement relates, including losses performance beyond its control resulting from mechanical breakdowns acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the failure effect of communication such events upon performance of their respective duties under Contract. Contractor shall be fully liable for the actions of its agents, employees, partners or power supplies beyond USBFS's controlsubcontractors and shall fully indemnify and save harmless the State and Authorized User from suits, except a loss arising out actions, damages and costs of or every name and description relating to USBFS's refusal personal injury and damage to real or personal tangible property caused by Contractor, its agents, employees, partners or subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to comply with act of the terms of this Agreement or from bad faithState. Contractor will indemnify, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify defend and hold harmless USBFS the State and its Authorized Users harmless, without limitation, from and against any and all claimsdamages, demands, losses, expenses, and liabilities of any and every nature expenses (including reasonable attorneys' fees) which USBFS may sustain or incur or ), claims, judgments, liabilities and costs which may be asserted finally assessed against USBFS by the State in any person arising out action for infringement of a United States Letter Patent with respect to the Products furnished, or of any action taken copyright, trademark, trade secret or omitted to be taken by it in performing intellectual property right, provided that the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with State shall give the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and (iii) assistance in the defense of any such action at the expense of Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State or Authorized User may require Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: i) Authorized User’s unauthorized modification or alteration of a Product; ii) Authorized User’s use of the Product in combination with other products not furnished by Contractor; iii) Authorized User’s use in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the Authorized User’s exclusive remedy to take action in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part (s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non- infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Project Award. For all other claims against the Contractor under any individual Purchase Order where liability is not otherwise set forth in the Contract as being “without limitation”, and regardless of the basis on which the claim is made, Contractor’s liability under a Purchase Order for direct damages shall be the greater of $100,000, the dollar amount of the Contract, or two (2) times the charges rendered by the Contractor under the Contract. Unless otherwise specifically enumerated herein or in the work order mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records (unless the Contractor is required to back-up the data or records as part of the work plan), even if the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, lost revenue or lost institutional operating savings. The State and Authorized User may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. AAPPENDIX C NYS Net Price Schedule (Product Offerings and Fees for Installation, Configuration, Support & Maintenance) & Required Format for Submission of Price List To Be Provided By Contractor Required Format for Submission of Price List Pricing must be offered in accordance with the foregoing standardsformat as presented the instructions below. Model Number Product Description NYS Net Price Per Unit Discount Category List Price % of Discount From List Inst. Per Unit % Inst. Disc From List NYS Net Inst. Per Unit Manuf Standard Warranty Maint. (add new column For each plan) Note: “Inst.” is installation. In addition to paper copies in this Appendix, or (ii) in reliance upon any written or oral instruction provided all Contractors are required to USBFS by any duly authorized officer submit initial pricing information on diskette. Details of the Trust, such duly authorized officer to be included required spreadsheet formatting is explained in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expensesample below.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. Notwithstanding the above, the Trust accepts all responsibility, including, but not limited to, liability for any rescission action for filing state securities registrations, or failing to file securities registrations, for all of the Funds prior to the date of this Agreement. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors of the Company (the “Board of Directors” or “Directors”). USBFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFSFMFS's control, except a loss arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS FMFS may sustain or incur or which may be asserted against USBFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS FMFS as a result of USBFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFSFMFS's control. USBFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSFMFS. USBFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFSFMFS's premises and operating capabilities at any time during regular business hours of USBFSFMFS, upon reasonable notice to USBFSFMFS. Notwithstanding the above, USBFS FMFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.,

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Adviser and the Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Adviser shall indemnify indemnify, save and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustAdviser and/or the Funds, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify indemnify, save and hold harmless the Trust harmless Adviser, the Funds, their parents, affiliates, and their respective assigns, officers, directors, trustees, employees, agents and representatives (the “Parties Indemnified by USBFS”) from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Parties Indemnified by USBFS may sustain or incur or that may be asserted against the Trust them by any person or entity arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Adviser and the Funds shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Corporation may sustain or incur or that may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Adviser and the Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Adviser shall indemnify indemnify, save and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustAdviser and the Funds, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify indemnify, save and hold harmless the Trust harmless Adviser, the Funds, their parents, affiliates, and their respective assigns, officers, directors, trustees, employees, agents and representatives (the “Parties Indemnified by USBFS”) from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Parties Indemnified by USBFS may sustain or incur or that may be asserted against the Trust them by any person or entity arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Adviser and the Funds shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFSFMFS's control, except a loss arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which USBFS FMFS may sustain or incur or which may be asserted against USBFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS FMFS as a result of USBFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFSFMFS's control. USBFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSFMFS. USBFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFSFMFS's premises and operating capabilities at any time during regular business hours of USBFSFMFS, upon reasonable notice to USBFSFMFS. Notwithstanding the above, USBFS FMFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust The Sub-Adviser shall indemnify and hold harmless USBFS the Adviser from and against any and all claims, demands, losses, expensesliabilities, and liabilities of any and every nature damages or litigation (including reasonable attorneys' feesattorney's fees and other related expenses) which USBFS may sustain incurred by the Adviser caused by the willful misconduct, gross negligence, or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms material breach of this Agreement by Sub-Adviser, provided, however, that the Sub-Adviser's obligation under this Paragraph 9 shall be reduced to the extent that the claim against, or from the loss, liability, damage or litigation experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faithfaith or gross negligence, negligence or from willful misconduct on its part in performance to the reckless disregard of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS The Adviser shall indemnify and hold harmless the Trust harmless Sub-Adviser from and against any and all claims, demands, losses, expensesliabilities, and liabilities of any and every nature damages or litigation (including reasonable attorneys' feesattorney's fees and other related expenses) incurred by the Sub-Adviser caused by (i) the willful misconduct, gross negligence, or material breach of this Agreement by the Adviser; and (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus covering shares of a Fund, all marketing materials and advertising, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to a Fund or the Adviser by the Sub-Adviser, provided, however, that the Trust may sustain Adviser's obligation under this Paragraph 9 shall be reduced to the extent that the claim against, or the loss, liability, damage or litigation 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. Without limitation, the Sub-Adviser shall not have breached any obligation to the Adviser and shall incur no liability for losses resulting from force majeure or other events beyond the control of the Sub-Adviser, including without limitation any failure, default or delay in performance resulting from computer failure or a breakdown in communications not reasonably within the control of the Sub-Adviser. No warranty is given by the Sub-Adviser as to the performance or profitability of the Funds or any part thereof or that may the investment objectives of the Funds, including without limitation its risk control or return objectives, will be asserted against successfully accomplished and the Trust by any person arising out Sub-Adviser shall have no liability in respect of any action taken or omitted to be taken by USBFS losses arising as a result of USBFSany failure to achieve such objectives absent willful misconduct, bad faith, gross negligence or the reckless disregard of its duties under this Agreement. Further, the Adviser and Sub-Adviser agree that Adviser shall be solely responsible for determining which tax lot securities will be sold in seeking to minimize tax consequences to the Tax-Managed Large Cap Fund (the "Tax-Managed Fund"). The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities, damages or litigation (including reasonable attorney's refusal fees and other related expenses) incurred by the Adviser caused by the implementation of the Tax-Managed Fund's tax-oriented goals or failure to comply with appropriately sell securities in seeking to limit tax consequences to the terms of this AgreementTax-Managed Fund. Without limiting the foregoing, its bad faiththe Sub-Adviser shall have no liability for any act or omission taken by the Adviser, negligenceanother sub-adviser, or willful misconduct. In any other third party, in respect of the event non-GSAM Portion of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseFund.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Adviser and the Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Adviser and the Funds shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustAdviser and the Funds, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Directors/Trustees. USBFS shall indemnify and hold the Trust Adviser and the Funds harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Adviser and the Funds may sustain or incur or that may be asserted against the Trust Adviser and the Funds by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Adviser and the Funds shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFSFMFS's control, except a loss arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which USBFS that FMFS may sustain or incur or which that may be asserted against USBFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS FMFS as a result of USBFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFSFMFS's control. USBFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSFMFS. USBFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFSFMFS's premises and operating capabilities at any time during regular business hours of USBFSFMFS, upon reasonable notice to USBFSFMFS. Notwithstanding the above, USBFS FMFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall USBFSshall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund or any third party in connection with matters to which the duties under this Agreement relatesAgreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (nature, including reasonable attorneys' fees) which ’ fees (collectively, “Losses”), that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of or related to any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing approved by resolution of the Board of TrusteesTrustees of the Fund, except for any and all Losses arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s and directors, trustees, officers and employees. USBFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) Losses that the Trust Fund may sustain or incur or that may be asserted against the Trust Fund by any person arising out of any action taken or omitted relating to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconductmisconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, their successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Fund” shall include the Fund’s trustees, officers and employees. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's controlcontinues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Fund, at such times as the Fund may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense. In no case shall any party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. Notwithstanding the above, the Trust accepts all responsibility, including, but not limited to, liability for any rescission action for filing state securities registrations, or failing to file securities registrations, for all of the Funds prior to the date of this Agreement. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in To the performance extent of its duties under this Agreement. USBFS shall not be liable for any error negligence and/or of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relateswillful misconduct, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Party shall indemnify and hold harmless USBFS the other, and their respective municipalities, along with their respective employees, contractors, subcontractors, agents, commissioners, directors and officers, from and against any and all Claims (including, the cost of defense thereof and attorney's fees) based on the use of the Cable and Structures including, without limitation, any claim for infringement of patent or trade secret made by Third Parties, any claims, demandswhether for personal injury (including death, losseswhether to Owner’s employees, expensesits contractors' or subcontractors' employees, and liabilities or to the User’s employees, or those of any and every nature (including reasonable attorneys' feesThird Party) which USBFS may sustain or incur property damage, relating to the installation, maintenance or which may operation of the Cable installed or to be asserted against USBFS by any person arising out installed in or on the Structures, or the conduct or management of each Party's business with regard to the Cable, Structures or the connections thereto. Each Party shall give prompt notice of any action taken Claim for which indemnification is or omitted will be sought under this Article 10 and shall cooperate and assist in the defense of the Claim. Each Party shall bear its own cost of and have the right to be taken by it in performing control its own defense and shall have the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating right to USBFS's refusal or failure to comply select counsel after consulting with the terms of this Agreement other Party. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR TO ITS CUSTOMERS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY LOST BUSINESS DAMAGES IN THE NATURE OF LOST REVENUES OR PROFITS. REPRESENTATIONS AND WARRANTIES Owner makes no representations or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided warranties to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended User for continuous service. The Parties acknowledge that service interruptions may occur from time to time in writing which case, Owner will use commercially reasonable efforts to restore service in a prompt manner. As a material inducement to entering into this IRU Agreement, each Party represents and warrants to the other Party throughout the Term of IRU Agreement hereof that it has all authorizations necessary for it to legally perform its obligations under this IRU Agreement and no consents of any other Party and no act of any other governmental authority is required in connection with the execution, delivery and performance of this IRU Agreement. In addition each Party warrants, with respect to this IRU Agreement, that all acts necessary to the valid execution, delivery and performance of this IRU Agreement, have or will be taken and performed as required under all relevant federal, state and local laws, ordinances or other regulations with which each Party is obligated to comply. Except as otherwise noted in this IRU Agreement, the Parties agree that the User Fibers are being provided on an “as is,” “as available” basis without warranties of any kind, either express or implied. THE OWNER HEREBY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No employee or agent of either Party is authorized to make any further or different representations or warranties of any kind, and neither Party may rely on any such unauthorized representations or warranties that have not been expressly adopted by resolution the parties as a written amendment to this IRU Agreement. FORCE MAJEURE Neither Party shall be liable for any failure of performance due to causes beyond its reasonable control, and without the fault of the Board Party claiming Force Majeure, including without limitation, any Force Majeure Events, as defined in Section 1.4, provided, however, that no claim of Trustees. USBFS Force Majeure by Owner shall indemnify and hold relieve it of its obligation to pay the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted charges pursuant to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms Article 7 of this IRU Agreement. If either Party is rendered wholly or partly unable to perform its obligations under this IRU Agreement because of Force Majeure as defined above, its bad faiththat Party shall be excused from whatever performance is affected by the Force Majeure, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives so affected, provided that: (i) the non‑performing Party promptly, but in no case longer than five (5) working days after the occurrence of the Trust Force Majeure, gives the other Party written notice describing the particulars of the occurrence; (ii) the suspension of performance shall be entitled of no greater scope and of no longer duration than is reasonably required by the Force Majeure; and(iii) the non‑performing Party uses reasonable efforts to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice remedy its inability to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseperform.

Indemnification Limitation of Liability. A. USBFS Neither party shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment delay or mistake of law or for any loss suffered by the Trust failure in connection with matters to which this Agreement relates, including losses performance beyond its control resulting from mechanical breakdowns acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the failure effect of communication such events upon performance of their respective duties under Contract. Contractor shall be fully liable for the actions of its agents, employees, partners or power supplies beyond USBFS's controlsubcontractors and shall fully indemnify and save harmless the State and Authorized User from suits, except a loss arising out actions, damages and costs of or every name and description relating to USBFS's refusal personal injury and damage to real or personal tangible property caused by Contractor, its agents, employees, partners or subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to comply with act of the terms of this Agreement or from bad faithState. Contractor will indemnify, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify defend and hold harmless USBFS the State and its Authorized Users harmless, without limitation, from and against any and all claimsdamages, demands, losses, expenses, and liabilities of any and every nature expenses (including reasonable attorneys' fees) which USBFS may sustain or incur or ), claims, judgments, liabilities and costs which may be asserted finally assessed against USBFS by the State in any person arising out action for infringement of a United States Letter Patent with respect to the Products furnished, or of any action taken copyright, trademark, trade secret or omitted to be taken by it in performing intellectual property right, provided that the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with State shall give the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, Contractor: (i) in accordance with the foregoing standardsprompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) in reliance upon any written the opportunity to take over, settle or oral instruction provided to USBFS by any duly authorized officer of the Trustdefend such action, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expensesclaim or suit at Contractor's sole expense, and liabilities (iii) assistance in the defense of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any such action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSContractor. USBFS agrees Where a dispute or claim arises relative to a real or anticipated infringement, the State or Authorized User may require Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: i) Authorized User’s unauthorized modification or alteration of a Product; ii) Authorized User’s use of the Product in combination with other products not furnished by Contractor; iii) Authorized User’s use in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it shallmay be enjoined, Contractor shall have the right, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision its own expense and sole discretion as the Authorized User’s exclusive remedy to take action in the following order of precedence: (i) to procure for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves State the right to reprocess continue using such item(s) or part (s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and correct administrative errors performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at its own expense.least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Project Award. For all other claims against the Contractor under any individual Purchase Order where liability is not otherwise set forth in the Contract as being “without limitation”, and regardless of the basis on which the claim is made, Contractor’s liability under a Purchase Order for direct damages shall be the greater of $100,000, the dollar amount of the Contract, or two (2) times the charges rendered by the Contractor under the Contract. Unless otherwise specifically enumerated herein or in the work order mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records (unless the Contractor is required to back-up the data or records as part of the work plan), even if the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, lost revenue or lost institutional operating savings. The State and Authorized User may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. APPENDIX C NYS Net Price Schedule (Product Offerings and Fees for Installation, Configuration, Support and Maintenance) Amended to Include: Integrated Microcomputer Systems (IMS)*

Indemnification Limitation of Liability. A. USBFS To the extent permitted by law, Recipient shall exercise reasonable care indemnify, defend and hold harmless ATCC and its Contributors against all third party claims, losses, expenses and exceed the fees paid by Recipient under this MTA and the applicable ATCC purchase order for the twelve (12) month period preceding the date of the event giving rise to the first such claim. Recipient agrees that the limitations of liability set forth in this MTA shall apply even if a limited remedy provided hereunder fails of its essential purpose. The provisions of this Indemnification; Limitation of Liability section shall survive termination or expiration of this MTA. Property Rights ATCC and/or its Contributors shall retain ownership of all right, title and interest in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relatesATCC Materials, including losses resulting from mechanical breakdowns such ATCC Materials contained or incorporated in Modifications. Recipient retains ownership of: (a) Modifications (except that, as between the failure parties, ATCC retains ownership rights to ATCC Material included therein damages, including reasonable attorneys’ fees (collectively and use of communication or power supplies beyond USBFS's controlATCC Materials remains subject to Scope of Use, except a loss “Claims”) arising out of or relating to USBFS's refusal or failure Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to comply with ATCC Materials, provided that Recipient’s liability shall be limited to the terms extent that any such Claim arises out of this Agreement or from bad faith, negligence, ATCC’s gross negligence or willful misconduct on its part in the performance of its duties under this Agreementmisconduct. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities All non-monetary settlements of any and every nature (including reasonable attorneys' fees) such Claims are subject to ATCC’s prior written consent, which USBFS may sustain consent shall not be unreasonably withheld. If Recipient is the U.S. federal government or incur a state institution or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereundera foreign equivalent organization, except Recipient shall assume all liability for any and all claims, demands, losses, expenses, and liabilities Claims arising out of or relating to USBFS's refusal Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to ATCC Materials to the extent provided under the Federal Tort Claims Act, 28 U.S.C. §§ 2671 et seq. or failure to comply with under equivalent applicable State or foreign law. ALL ATCC ORIGINAL MATERIALS ARE SUPPLIED “AS IS”. ATCC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. To the terms of this Agreement maximum extent permitted by law, in no event will ATCC or from bad faithits Contributors be liable for any indirect, negligence special, incidental or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities consequential damages of any and every nature (including reasonable attorneys' fees) that the Trust may sustain kind in connection with or incur or that may be asserted against the Trust by any person arising out of any action taken the MTA or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this AgreementATCC Materials (whether in contract, its bad faithtort, negligence, strict liability, statute or willful misconductotherwise) even if ATCC has been advised of the possibility of such damages. In no event shall ATCC’s cumulative liability to the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data Recipient above) and correct any errors resulting from such a breakdown at (b) those substances created through the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment ATCC Material, but which do not contain ATCC Material. Recipient shall cite ATCC as the provider of ATCC Materials and give appropriate credit to ATCC in any publication containing information derived from ATCC Materials. Recipient expressly acknowledges that all ATCC trademarks are the extent appropriate equipment is availableexclusive property of ATCC and ATCC retains all right, title and interest in and to its trademarks, service marks, trade-names, logos, catalog numbers and ATCC-specific designations of ATCC Materials. Representatives of Except as mandated by this Property Rights section, Recipient shall not use the Trust shall be entitled to inspect USBFS's premises and operating capabilities at foregoing in any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseway without ATCC’s prior written agreement.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation or any Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. Notwithstanding anything to the contrary, any such indemnification payment shall be made only from the assets of the particular Fund to which the indemnification obligation relates. USBFS shall indemnify and hold the Trust Corporation and the Funds harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Corporation or any Fund may sustain or incur or that may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’ refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. Notwithstanding anything to the contrary, any such indemnification payment shall be made only to the particular Fund to which the indemnification obligation relates. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’ control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shallwill maintain a disaster recovery plan and procedures, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision including provisions for emergency use of electrical electronic data processing equipment equipment, which is reasonable in light of the services to the extent appropriate equipment is availablebe provided under this Agreement. Representatives of the Trust Corporation shall be entitled to inspect USBFS's ’ premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters Each party agrees to which this Agreement relatesindemnify, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify defend and hold harmless USBFS the other party and its affiliates, and their directors, officers and employees (each, an “Indemnified Party”), from and against any and all third party claims, demands, lossesliabilities, expensessuits, damages, expenses and liabilities of any and every nature costs (including reasonable attorneys' fees’, experts’ and investigators’ fees and expenses) which USBFS may sustain (collectively, “Claim(s)”) incurred by the Indemnified Party arising from or incur related in whole or which may be asserted against USBFS by any person arising out in part to the indemnifying party’s, or its affiliates’, or its directors’, officers’ or employees’: (i) breach of any action taken or omitted to be taken by it the Confidentiality obligations set forth in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standardsincluding, or but not limited to Claims resulting from an Incident, (ii) intentional wrongful act or omission, willful misconduct, and/or (iii) breach of Data Quality and Transmission obligations; provided that (a) the party seeking indemnity promptly notifies the indemnifying party of any Claim for indemnity and cooperates fully in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer the defense of the TrustClaim, (b) the party providing indemnity shall select counsel to defend any such duly authorized officer to be included in a list of authorized officers furnished to USBFS Claim, and as amended from time to time in writing by resolution (c) the indemnifying party has sole control over the defense of the Board of Trustees. USBFS shall indemnify Claim and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess settle an indemnified Claim without the prior written consent of the indemnified party, so long as a judgment or settlement does not impose any unreimbursed monetary or continuing non-monetary obligation on the indemnified party, and correct administrative errors at its own expensedoes not contain an admission of guilt or liability. IN NO EVENT SHALL DAMAGES BY EITHER PARTY HEREUNDER EXCEED THE GREATER OF THE TOTAL FEES PAID BY CLIENT DURING THE TWELVE MONTHS PRIOR TO THE ACT OR OCCURRENCE WHICH GIVES RISE TO THE CLAIM. THIS LIMITATION ON LIABILITY SHALL NOT APPLY TO ANY THIRD PARTY CLAIM FOR WHICH EITHER PARTY HAS AN OBLIGATION OF INDEMNITY PURSUANT TO THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS. ANY OTHER TERM OR PROVISION OF THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL EITHER PARTY, OR ITS AFFILIATES, THEIR DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR LOSS OF PROFITS OR FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Waiver of Jury Trial. EACH PARTY AGREES TO WAIVE AND HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY ACTION, SUIT, PROCEEDING, DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. Disclaimer. EWS MAKES NO WARRANTIES AS TO THE SERVICE OR THE DATA, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE EVEN IF EWS KNOWS OF SUCH PURPOSE.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustFund unless an unauthorized action was undertaken by an officer of the Fund that is also an employee of USBFS, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors of the Fund (the "Board of Directors" or "Directors"). USBFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Fund may sustain or incur or that may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any an> error of judgment or mistake of law or for any loss suffered by the Trust Fund or any third party in connection with matters to which the duties under this Agreement relatesAgreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (nature, including reasonable attorneys' fees) which ’ fees (collectively, “Losses”), that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of or related to any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing approved by resolution of the Board of TrusteesTrustees of the Fund, except for any and all Losses arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s and directors, trustees, officers and employees. USBFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) Losses that the Trust Fund may sustain or incur or that may be asserted against the Trust Fund by any person arising out of any action taken or omitted relating to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconductmisconduct in the performance of its duties under this Agreement This indemnity shall be a continuing obligation of USBFS, their successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Fund” shall include the Fund’s trustees, officers and employees. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's controlcontinues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBF S USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Fund, at such times as the Fund may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense. In no case shall any party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Tocqueville Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Tocqueville Fund shall indemnify and hold harmless harmless, severally and not jointly, USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustTocqueville Funds, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board Boards of Trustees. USBFS shall indemnify and hold the Trust Tocqueville Funds harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Tocqueville Funds may sustain or incur or that may be asserted against the Trust Tocqueville Funds by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Tocqueville Funds shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust The Servicer shall indemnify and hold harmless USBFS the Company, the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders and their respective affiliates, directors, officers, stockholders, partners, members, agents, employees and controlling persons (each, an "Indemnified Person") from and against any and all losses, claims, demands, losses, expenses, and damages or liabilities of any kind, including legal fees and every nature disbursements (but limited, in the case of attorneys' fees, to reasonable and documented fees and out-of-pocket expenses of one firm of outside counsel (and one local counsel in any applicable jurisdiction) for each affiliated group of Indemnified Persons) (collectively, "Liabilities"), and shall reimburse each such Indemnified Person on a current basis for all reasonable and documented expenses (including reasonable attorneys' fees) which USBFS may sustain and documented fees and - 57 - disbursements of counsel), in each case, incurred by such Indemnified Person in connection with investigating, preparing, responding to or incur defending any investigative, administrative, judicial or which may be asserted against USBFS by any person regulatory action, suit, claim or proceeding, relating to or arising out of (a) any action taken breach by the Servicer of any of its obligations hereunder and (b) the failure of any of the representations or omitted warranties of the Servicer set forth herein to be taken true in all material respects when made or when deemed made; provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such Liabilities or expenses are determined by it in performing a court of competent jurisdiction by final and nonappealable judgment to have resulted (i) from (A) with respect to the services hereunderCollateral Agent, except for Collateral Administrator and the Securities Intermediary, the bad faith, gross negligence or willful misconduct of the Collateral Agent, Collateral Administrator or the Securities Intermediary, as applicable, or (B) with respect to any and all claimsother Indemnitee, demandsthe fraud, lossesbad faith, expensesgross negligence or willful misconduct of such Indemnitee, and liabilities arising out (ii) solely from a material breach of or relating to USBFSsuch Indemnified Person's refusal or failure to comply with the terms of obligations under this Agreement or from bad faiththe other Credit Documents; provided that the exclusion in subclause (ii) shall not apply to any of the Collateral Agent, negligence the Collateral Administrator or from willful misconduct on its part in performance of its duties under this Agreementthe Securities Intermediary, or their respective Related Parties, (iiii) solely from the failure of the Portfolio Investments to perform; provided that the exclusion in accordance with subclause (iii) shall not apply to any of the foregoing standardsCollateral Agent, the Collateral Administrator or the Securities Intermediary, or their respective Related Parties, or (iiiv) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in from a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person claim arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal a dispute between Indemnitees (other than any dispute involving claims against the Administrative Agent, Collateral Agent, Collateral Administrator, the Securities Intermediary or failure the Lenders, in each case, in their respective capacities as such); provided that the exclusion in subclause (iv) shall not apply to comply with any of the terms of this AgreementCollateral Agent, its bad faith, negligencethe Collateral Administrator or the Securities Intermediary, or willful misconducttheir respective Related Parties. In Except as set forth in the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment immediately preceding sentence to the extent appropriate equipment is available. Representatives such Indemnified Person incurs such Liabilities from a third party, in no event shall the Servicer be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Servicer has been advised of such loss or damage and regardless of the Trust form of action. For the avoidance of doubt, in no event shall the Servicer be entitled liable for any Liabilities arising solely from the performance or non-performance of the Portfolio Investments (including Liabilities that represent losses from Portfolio Investments due to inspect USBFSthe related obligor's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice financial inability to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expensepay).

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust The Company shall indemnify and hold harmless USBFS BISYS and its affiliates and their employees, agents, directors, officers and nominees from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, expensesdamages, costs, charges, counsel fees and liabilities of any and every nature (other expenses including reasonable attorneysinvestigation expenses (collectively, "Losses") resulting directly and proximately from BISYS' fees) which USBFS may sustain performance of services under this Agreement or incur based, if applicable, upon BISYS' reasonable reliance on information, records, instructions or which may be asserted against USBFS by any person arising out of any action taken or omitted requests pertaining to be taken by it in performing the services hereunder, except for any and all claimsthat are given or made to BISYS by the Company, demandsthe investment adviser, losses, expenses, and liabilities arising out or other authorized agents of the Company with which BISYS must interface in providing services; provided that this indemnification shall not apply to actions or relating to USBFS's refusal or failure to comply with the terms omissions of this Agreement or from BISYS involving bad faith, willful misfeasance, negligence or from willful misconduct on its part in performance reckless disregard by BISYS of its duties under this Agreementobligations and duties. BISYS shall indemnify, (i) in accordance with the foregoing standardsdefend, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust Company, and its trustees, officers, agents and nominees harmless from and against any Losses resulting directly and all claimsproximately from BISYS' willful misfeasance, demandsbad faith or negligence in the performance of, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that or the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreementreckless disregard of, its duties or obligations hereunder; provided that this indemnification shall not apply to actions or omissions of the Company involving bad faith, negligencewillful misfeasance, negligence or willful misconductreckless disregard by the Company of its obligations and duties. In order that the indemnification provisions contained herein shall apply, if in any case a party may be asked to indemnify or hold the other party harmless, the other party shall fully and promptly advise the indemnifying party in writing of all pertinent facts concerning the situation in question. The party seeking indemnification will use all reasonable care to identify and notify the indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder except to the extent the indemnifying party is materially prejudiced thereby. As to any matter eligible for indemnification, an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not effect any settlement or confess judgment without the consent of the indemnifying party, which consent shall not be withheld or delayed unreasonably. The indemnifying party shall be entitled to participate in at its own expense or, if it so elects, to assume the defense of any claim or suit 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 it and reasonably satisfactory to the indemnified party. In the event that the indemnifying party elects to assume the defense of a mechanical breakdown any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. An indemnifying party shall not effect any settlement without the consent of the indemnified party (which shall not be withheld or failure delayed unreasonably by the indemnified party) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party and relieves it of communication or power supplies beyond its controlall fault. If the indemnifying party does not elect to assume the defense of suit, USBFS shall take all it will reimburse the indemnified party for the reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data fees and correct any errors resulting from such a breakdown at expenses of counsel retained by the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment indemnified party and reasonably satisfactory to the extent appropriate equipment is availableindemnifying party. Representatives The indemnity and defense provisions set forth herein shall survive the termination of this Agreement. The provisions of this Section 10 are subject to the Trust shall be entitled to inspect USBFS's premises provisions of Section 9 and operating capabilities at any time during regular business hours Section 23(c) of USBFSthis Agreement. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, upon reasonable notice to USBFS. Notwithstanding the aboveIN NO EVENT SHALL BISYS, USBFS reserves the right to reprocess and correct administrative errors at its own expenseITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS, AND LOST OR DAMAGED DATA, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ' control, except a loss arising out of or relating to USBFS's ' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the "Board of Trustees" or "Trustees"). USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ' refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ' control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's ' premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Corporation may sustain or incur or that may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters (a) The Borrowers jointly and severally agree to which this Agreement relatesprotect, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS Lender and each of its officers, affiliates, directors, employees, attorneys, accountants, consultants, representatives, agents and Participants (collectively called the "INDEMNITEES") from and against any and all claimsliabilities, demandsobligations, losses, expensesdamages, penalties, actions, judgments, suits, claims, costs, expenses and liabilities disbursements (including, without limitation, payment by Lender of any obligations due or past due under any contract or agreement to which either Borrower is or becomes a party) of any kind or nature whatsoever (including, without limitation, the fees and every nature (including reasonable attorneys' fees) which USBFS may sustain disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or incur judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against USBFS by such Indemnitees (whether direct, indirect, or consequential and whether based on any person federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto, the agreements of Lender contained herein, the making of Loans, the management of such Loans or the Collateral (including any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of such Loans hereunder (collectively, the "INDEMNIFIED MATTERS"); PROVIDED that the Borrowers shall not have any obligation to any Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from bad faith, negligence or from the willful misconduct or gross negligence of such Indemnitee; PROVIDED, FURTHER that neither Borrower shall have an obligation to any Indemnitee hereunder with respect to taxes that are imposed on its part in performance the net income of its duties under this Agreementany Indemnitee or any franchise or doing business taxes imposed on any Indemnitee. To the extent that the undertaking to indemnify, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify pay and hold harmless set forth in the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreementsatisfy under applicable law, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives payment and satisfaction of all Indemnified Matters incurred by the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseIndemnitees.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the The Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out Trust as a result of or relating to USBFSthe Trust's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.expense and shall reimburse each Fund, where applicable, in accordance with the "As Of Processing Policy," a copy of which is attached as Exhibit C.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the "Board of Trustees" or "Trustees"). USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in During the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms term of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Services Agreement, the Trust shall parties will indemnify and hold harmless USBFS each other together with their officers, agents and employees from and against any and all claimsloss, demandsdamage, lossesexpense, judgment, lien, suit, cause of action, demand or liability for personal injury, including death and tangible property damage, which may be imposed on or incurred by one party arising directly out of the negligent acts or omissions of the other, its agents, subcontractors, or employees during the performance of any work hereunder. The offending party will, at its sole expense, defend any suit based upon a claim or cause of action and satisfy any judgment that may be rendered against the other resulting therefrom, provided that the offending party will be given (i) prompt notice of any such claim or suit; and (ii) full opportunity to defend such suit The offended party may, at its election, participate in the defense and will cooperate fully in defending any claim or suits. The offending party will pay all costs, expenses, and liabilities of reasonable attorney's fees incurred by the offended party in connection with any and every nature such claim or suit or in enforcing this indemnity provision, provided a valid claim is presented. EXCEPT AS PROVIDED IN THIS SECTION 11 AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderINCLUDING NEGLIGENCE), except for any and all claimsPATENT INFRINGEMENT, demandsCOPYRIGHT INFRINGEMENT OR OTHERWISE, lossesWILL HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, expensesINCLUDING, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faithBUT NOT LIMITED TO, negligence or from willful misconduct on its part in performance of its duties under this AgreementLOSS OF PROFIT OR REVENUES, (i) in accordance with the foregoing standardsLOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCOST OF CAPITAL, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesCOST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICE, OR DOWNTIME COSTS. USBFS shall indemnify and hold the Trust harmless from and against any and all claimsEXCEPT FOR THE INDEMNITY OBLIGATION IN THIS SECTION 11, demandsBREACHES OF CONFIDENTIALITY AND FOR PAYMENTS DUE, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconductA PARTY'S TOTAL LIABILITY TO THE OTHER FOR ANY BREACH OF THIS SERVICES AGREEMENT WILL IN NO EVENT EXCEED THE GREATER OF [***] OR THE TOTAL VALUE OF. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.SERVICES INVOICED BY MOTOROLA TO CLEAR WIRE IN THE PRIOR [***] [*** Confidential Treatment Requested]

Indemnification Limitation of Liability. A. Each of USBFS and TSC shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor TSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund or any third party in connection with matters to which the duties under this Agreement relatesAgreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s or TSC’s control, except a loss arising out of or relating to USBFS's ’s or TSC’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct on its part in the performance of its duties, or reckless disregard of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS or TSC has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS and TSC from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (nature, including reasonable attorneys' fees) which ’ fees (collectively, “Losses”), that USBFS or TSC may sustain or incur or which that may be asserted against USBFS or TSC by any person arising out of or related to any action taken or omitted to be taken by it them in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS and TSC by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing approved by resolution of the Board of Trustees. USBFS shall indemnify and hold Trustees of the Trust harmless from and against Fund, except for any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person Losses arising out of any action taken or omitted relating to be taken by USBFS as a result of USBFS's ’s or TSC’s refusal or failure to comply with the terms of this Agreement, Agreement or from its bad faith, negligence, negligence or willful misconductmisconduct in the performance of its duties under this Agreement. In the event of This indemnity shall be a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives continuing obligation of the Trust shall be entitled to inspect Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS's premises ” and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.“

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters Customer hereby agrees to which this Agreement relatesprotect, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's controlindemnify, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faithdefend, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS LPPOLICE from and against any and all costs, claims, demands, damages, losses, expenses, and liabilities (including attorneys' fees and costs) (collectively, “Losses”) arising from or in any way related to (a) use of information received by Customer (or any third party receiving such information from or through Customer) furnished by or through LPPOLICE; (b) breach of any terms, conditions, representations, conditions or certifications in this Agreement; and every nature (including reasonable attorneys' feesc) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted Security Event. LPPOLICE hereby agrees to be taken by it in performing the services hereunderprotect, except for any and all claimsindemnify, demands, losses, expensesdefend, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless Customer from and against any and all claimsLosses arising from or in any way related to its breach of the warranty made in Section 11 hereof regarding authorized provision of the data. Except for LPPOLICE’s indemnification obligations set forth in this Section 12, demandsneither LPPOLICE, lossesnor its subsidiaries and affiliates, expensesnor any third-party data provider (for purposes of Sections 11 and 12, LPPOLICE, its subsidiaries and affiliates, and liabilities its data providers are hereby collectively referred to as “LPPOLICE”) shall be liable to Customer (or to any person claiming through Customer to whom Customer may have provided data from the Services) for any Losses arising out of or caused in whole or in part by LPPOLICE's acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Services. Notwithstanding anything herein to the contrary, the indemnification obligations set forth herein shall not apply to any Losses arising from adverse action letter mailing services performed by LPPOLICE. Customer agrees that LPPOLICE's aggregate liability for any and every nature (including reasonable attorneys' fees) that the Trust may sustain all losses or incur or that may be asserted against the Trust by any person injuries arising out of any action taken act or omitted omission of LPPOLICE in connection with anything to be taken by USBFS as a result done or furnished under this Agreement and for which indemnification is sought, shall never exceed the value of USBFS's refusal or failure to comply with Customer’s contracted Services over the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data previous three (3) months and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees Customer covenants and promises that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision will not xxx LPPOLICE for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives an amount greater than such sum even if Customer and/or third parties were advised of the Trust shall be entitled to inspect USBFS's premises possibility of such damages and operating capabilities at that it will not seek punitive damages in any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expensesuit against LPPOLICE.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Fund (the "Board of Trustees" or "Trustees"). USBFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Fund may sustain or incur or that may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Corporation may sustain or incur or that may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the The Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out Trust as a result of or relating to USBFSthe Trust's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS Calamos shall exercise reasonable care in the performance of its duties xxxies under this Agreement. USBFS Calamos shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Party in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's Calamos' control, except a loss arising out of or relating to USBFS's Calamos' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS Calamos has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Party shall indemnify and hold harmless USBFS Calamos, its directors, officers, employees and agents from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS that Calamos, its directors, officers, employees and agents may sustain or incur or which that may be asserted against USBFS Calamos by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the standard of care set forth herein, or (ii) in reliance upon any written or oral instruction provided to Calamos by any duly authorized officer of a Party, such duly authorized officer to be included in a list of authorized officers furnished to Calamos and as amended from time to time in writing by resolution of a Party's Board of Trustees, except for any and all claims, demands, losses, expenses, and liabilities arising directly or indirectly out of or relating to USBFS's Calamos' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS Calamos shall indemnify and hold the Trust each Party, its officers, trustees and employees harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust such Party may sustain or incur or that may be asserted against the Trust such Party by any person arising directly or indirectly out of any action taken or omitted to be taken by USBFS Calamos as a result of USBFS's Calamos' refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS Calamos shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's Calamos' control. USBFS Calamos will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSCalamos. USBFS Calamos agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust each Party shall be entitled to inspect USBFS's Calamos' premises and operating capabilities at any time during regular business hours of USBFSCalamos, upon reasonable notice to USBFSCalamos. Notwithstanding the above, USBFS Calamos reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors of the Corporation (the "Board of Directors" or "Directors"). USBFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Corporation may sustain or incur or that may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Such plans and provisons are consistent with accepted industry standards. Representatives of the Trust Corporation shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust The Sub-Adviser shall indemnify and hold harmless USBFS the Adviser from and against any and all claims, demands, losses, expensesliabilities, and liabilities of any and every nature damages or litigation (including reasonable attorneys' feesattorney's fees and other related expenses) which USBFS may sustain incurred by the Adviser caused by the willful misconduct, gross negligence, or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms material breach of this Agreement by Sub Adviser, provided, however, that the Sub-Adviser's obligation under this Paragraph 8 shall be reduced to the extent that the claim against, or from the loss, liability, damage or litigation experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faithfaith or gross negligence, negligence or from willful misconduct on its part in performance to the reckless disregard of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS The Adviser shall indemnify and hold harmless the Trust harmless Sub-Adviser from and against any and all claims, demands, losses, expensesliabilities, and liabilities of any and every nature damages or litigation (including reasonable attorneys' feesattorney's fees and other related expenses) that incurred by the Trust may sustain or incur or that may be asserted against Sub-Adviser caused by (i) the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreementwillful misconduct, its bad faith, gross negligence, or willful misconduct. In material breach of this Agreement by the event Adviser; and (ii) any untrue statement or alleged untrue statement of a mechanical breakdown material fact contained in the Prospectus covering shares of the Fund, all marketing materials and advertising, or failure of communication any amendment thereof or power supplies beyond its controlany supplement thereto, USBFS or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Fund or the Adviser by the Sub-Adviser, provided, however, that the Adviser's obligation under this Paragraph 9 shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment be reduced to the extent appropriate equipment that the claim against, or the loss, liability, damage or litigation experienced by the Sub-Adviser, is availablecaused 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. Representatives Without limiting the foregoing, the Sub-Adviser shall have no liability for any act or omission taken by the Adviser, another sub-adviser, or any other third party, in respect of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours non-GSAM Portion of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseFund.

Indemnification Limitation of Liability. A. USBFS shall exercise The Purchaser covenants and agrees to indemnify and to hold the Exchange Agent harmless against any costs, expenses (including reasonable care in the performance fees of its duties legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Exchange Agent (including as Exchange Agent the provision of services under this Agreement. USBFS shall Sections 7 and 8) pursuant hereto; provided, that such covenant and agreement does not extend to, and the Exchange Agent will not be liable for any error of judgment indemnified with respect to, such costs, expenses, losses and damages incurred or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relatesExchange Agent as a result of, including losses resulting from mechanical breakdowns or arising out of, its negligence or willful misconduct. Promptly after the receipt by the Exchange Agent of notice of any demand or claim or the failure commencement of communication any action, suit, proceeding or power supplies beyond USBFS's controlinvestigation, except the Exchange Agent will, if a loss arising out of or relating claim in respect thereof is to USBFS's refusal or failure be made against the Purchaser, notify the Purchaser thereof in writing. The Purchaser will be entitled to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on participate at its part own expense in the performance defense of its duties under this Agreement. Notwithstanding any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify legal action or proceeding. The Exchange Agent will be responsible for and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall will indemnify and hold the Trust Purchaser harmless from and against any and all claims, demands, losses, expensesdamages, costs, charges, counsel fees, payments, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person liability arising out of any action taken or omitted attributable to be taken by USBFS as a result of USBFS's the Exchange Agent’s refusal or failure to comply with the terms of this Agreement, its bad faithor which arise out of Exchange Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Exchange Agent hereunder; provided, negligencehowever, that Exchange Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconductarising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and will not exceed, the amounts paid under this Agreement by the Purchaser to Exchange Agent as fees and charges, including reimbursable expenses. In Promptly after the event receipt by the Purchaser of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Purchaser will, if a mechanical breakdown or failure of communication or power supplies beyond its controlclaim in respect thereof is to be made against the Exchange Agent, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's controlnotify the Exchange Agent thereof in writing. USBFS The Exchange Agent will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time during regular business hours after receipt of USBFSsuch notice, upon it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 9, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the party against which any such demand, claim, action, suit, proceeding or investigation is brought, which consent will not be unreasonably withheld, and all reasonable notice to USBFS. Notwithstanding the abovecosts and expenses, USBFS reserves the right to reprocess including, but not limited to, reasonable counsel fees and correct administrative errors at its own expensedisbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust The Company shall indemnify and hold harmless USBFS BISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, reasonable costs, charges, counsel fees and other expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain investigation expenses (collectively, “Losses”), resulting directly and proximately from BISYS’ performance of services under this Agreement that are based upon BISYS’ reasonable reliance on information, records, instructions or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted requests pertaining to be taken by it in performing the services hereunder, except for that are given or made to BISYS by the Company, the investment adviser, or other authorized agents of the Company with which BISYS must interface in providing services, provided that any such requests are reasonably believed by BISYS, based on commercially reasonable authorization verification procedures, to be genuine; and all claimsprovided further that this indemnification shall not apply to actions or omissions of BISYS involving lack of good faith, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faithwillful misfeasance, negligence or from willful misconduct on its part in performance reckless disregard by it of its duties under this Agreementobligations and duties. BISYS shall indemnify, (i) in accordance with the foregoing standardsdefend, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust Company, and its trustees, officers, agents and nominees harmless from and against Losses resulting directly and proximately from BISYS’ willful misfeasance, lack of good faith or negligence in the performance of, or the reckless disregard of, its duties or obligations hereunder. It is understood that if in any case a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all claims, demands, losses, expensespertinent facts concerning the situation in question, and liabilities it is further understood that 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 against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder except to the extent the indemnifying party is materially prejudiced thereby. As to any matter eligible for indemnification, an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not effect any settlement or confess judgment without the consent of the indemnifying party, which consent shall not be withheld or delayed unreasonably. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any and every nature (including reasonable attorneys' fees) that suit brought to enforce any claims subject to this indemnity provision. If the Trust may sustain or incur or that may be asserted against indemnifying party elects to assume the Trust by any person arising out defense of any action taken or omitted such claim, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconductindemnified party. In the event that the indemnifying party elects to assume the defense of a mechanical breakdown any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. An indemnifying party shall not effect any settlement without the consent of the indemnified party (which shall not be withheld or failure delayed unreasonably by the indemnified party) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party and relieves it of communication or power supplies beyond its controlall fault. If the indemnifying party does not elect to assume the defense of suit, USBFS it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party. The indemnity and defense provisions set forth herein shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's controlindefinitely survive the termination of this Agreement. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense The provisions of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment this Section 10 are subject to the extent appropriate equipment is availableprovisions of Section 9 and Section 23(c). Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFSNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, upon reasonable notice to USBFS. Notwithstanding the aboveIN NO EVENT SHALL BISYS, USBFS reserves the right to reprocess and correct administrative errors at its own expenseITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS, AND LOST OR DAMAGED DATA, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification Limitation of Liability. A. USBFS Calamos shall exercise reasonable care in the performance of xx its duties under this Agreement. USBFS Calamos shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Party in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's Calamos' control, except a loss arising out of or relating to USBFS's Calamos' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS Calamos has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Party shall indemnify and hold harmless USBFS Calamos, its directors, officers, employees and agents from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS that Calamos, its directors, officers, employees and agents may sustain or incur or which that may be asserted against USBFS Calamos by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the standard of care set forth herein, or (ii) in reliance upon any written or oral instruction provided to Calamos by any duly authorized officer of a Party, such duly authorized officer to be included in a list of authorized officers furnished to Calamos and as amended from time to time in writing by resolution of a Party's Board of Trustees, except for any and all claims, demands, losses, expenses, and liabilities arising directly or indirectly out of or relating to USBFS's Calamos' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS Calamos shall indemnify and hold the Trust each Party, its officers, trustees and employees harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust such Party may sustain or incur or that may be asserted against the Trust such Party by any person arising directly or indirectly out of any action taken or omitted to be taken by USBFS Calamos as a result of USBFS's Calamos' refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS Calamos shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's Calamos' control. USBFS Calamos will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSCalamos. USBFS Calamos agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust each Party shall be entitled to inspect USBFS's Calamos' premises and operating capabilities at any time during regular business hours of USBFSCalamos, upon reasonable notice to USBFSCalamos. Notwithstanding the above, USBFS Calamos reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Fund may sustain or incur or that may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors of the Company (the "Board of Directors" or "Directors"). USBFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser or the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Adviser and the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Adviser or the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Adviser and the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Adviser or the Trust may sustain or incur or that may be asserted against the Adviser or the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Adviser and the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Company (the “Board of Trustees” or “Trustees”). USBFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS PCT shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relatesindemnify, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify defend and hold harmless USBFS MICROISLET, MICROISLET's agents, servants and employees, from and against any and all claims, demandsdamages, losses, losses and expenses, and liabilities of any and every nature (whatsoever, including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderattorney's fees and disbursements (collectively, except for any and all claims"Claims"), demandsincurred, lossescaused, expensesbased upon, and liabilities arising out of or relating to USBFS's refusal resulting from or failure to comply perform, or misrepresentation with respect to, any of the terms terms, covenants or conditions of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, except to the extent incurred, caused or occasioned by, in connection with or arising out of the acts or omissions of MICROISLET and/or MICROISLET's Agents including MICROISLET's violation or failure to perform, or misrepresentation with respect to, any of the terms, covenants or conditions of this Agreement. Nothing in this Agreement shall be deemed to require PCT to indemnify MICROISLET for or with respect to any bodily injury caused by the Product. MICROISLET hereby acknowledges that it has exclusive control and decision making authority with respect to: (i) the specifications that govern the Manufacture and use of the Product, and (ii) specifications that govern the Manufacture, CONFIDENTIAL TREATMENT REQUESTED BY MICROISLET, INC. ___________________ CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaging and distribution of the Product. MICROISLET further acknowledges that PCT has no control over the "use" of the Product after being shipped by PCT in accordance with the foregoing standardsthis Agreement. MICROISLET shall defend, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust PCT and PCT's agents harmless from and against any and all claimsClaims incurred, demandscaused or occasioned by, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain in connection with or incur or that may be asserted against the Trust by any person arising out of (i) the Products, including their use in the treatment of human subjects; and (ii) any action taken acts or omitted to be taken by USBFS as a result omissions of USBFSMICROISLET and/or MICROISLET's refusal agents, including MICROISLET's violation or failure to comply perform, or misrepresentation with respect to, any of the terms terms, covenants or conditions of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment except to the extent appropriate equipment is available. Representatives incurred, caused or occasioned by, in connection with or arising out of the Trust acts or omissions of PCT and/or PCT's Agents including PCT's violation or failure to perform, or misrepresentation with respect to, any of the terms, covenants or conditions of this Agreement. Each Party's indemnification obligations to the other Party shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours survive the expiration or earlier termination of USBFSthis Agreement. NEITHER PARTY'S LIABILITY TO THE OTHER SHALL EXCEED AN AMOUNT [***] UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, upon reasonable notice to USBFS. Notwithstanding the aboveINCLUDING, USBFS reserves the right to reprocess and correct administrative errors at its own expenseBUT NOT LIMITED TO, NO LIABILITY FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST BUSINESS OR LOST SAVINGS), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF AND/OR INCURRED SUCH DAMAGES.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters mailers to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to lo comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to lo time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. Notwithstanding the above, the Trust accepts all responsibility, including, but not limited to, liability for any rescission action for filing state securities registrations, or failing to file securities registrations, for all of the Funds prior to the date of this Agreement. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors of the Corporation (the “Board of Directors” or “Directors”). USBFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Corporation may sustain or incur or that may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust EnvisionTEC shall indemnify and hold Customer harmless USBFS from and against any and all losses, claims, demandsdamages, losses, actions and expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person attorney's fees and expenses, arising out of any action taken claim that the Equipment or omitted Software (other than any Third-Party Software) infringes a United States patent, copyright or other proprietary right, provided that Customer shall promptly notify EnvisionTEC in writing of any such claim. EnvisionTEC shall have the right, but not the obligation, to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer assume control of the Trustdefense of any such action, which control shall include, without limitation, the selection of counsel and the right to settle any such duly authorized officer action. EnvisionTEC may elect (in its sole discretion) to be included in substitute comparable non-infringing equipment or software for the Equipment or Software, modify the Equipment or Software to make it non -infringing or obtain for the Customer, at EnvisionTEC’s expense, a list of authorized officers furnished license to USBFS and as amended from time to time in writing by resolution continue using the Equipment or Software. If such alternatives are impractical or the continued use of the Board of TrusteesEquipment or Software is enjoined, EnvisionTEC may buy back the Equipment or Software from the customer for the original purchase price less the reasonable rental value for its use at EnvisionTEC’s lowest standard lease or rental rate for the Equipment or Software when originally delivered to Customer or as otherwise determined in good faith by EnvisionTEC if EnvisionTEC then or thereafter does not have a standard rental rate. USBFS EnvisionTEC shall indemnify and hold the Trust Customer harmless from and against any and all losses, claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligencedamages, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment expenses to the extent appropriate equipment is availablethey result from the proven gross negligence or willful misconduct of EnvisionTEC. Representatives In all other respects, Customer's use of the Trust shall be entitled to inspect USBFSEquipment and Software is at Customer's premises and operating capabilities at any time during regular business hours of USBFSown risk. IN NO EVENT, upon reasonable notice to USBFSSHALL ENVISIONTEC BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FROM LOST CONTRACTS OR BUSINESS, WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT OR OTHER LAWS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseENVISIONTEC LIABILITY HEREUNDER SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE TOTAL PRICE PAID BY CUSTOMER FOR THE EQUIPMENT AND SOFTWARE MINUS TWENTY FIVE PERCENT (25%) RESTOCKING FEE OF THE INVOICE AMOUNT OR CANCELLATION FEE OF THE INVOICE AMOUNT. THIS AGREEMENT IN NO WAY CREATES ANY THIRD PARTY RIGHTS.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or Adviser in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Adviser shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustTrust or Adviser, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust and Adviser harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust or Adviser may sustain or incur or that may be asserted against the Trust or Adviser by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall promptly take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust or Adviser shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in During the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms term of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Services Agreement, the Trust shall parties will indemnify and hold harmless USBFS each other together with their officers, agents and employees from and against any and all claimsloss, demandsdamage, lossesexpense, judgment, lien, suit, cause of action, demand or liability for personal injury, including death and tangible property damage, which may be imposed on or incurred by one party arising directly out of the negligent acts or omissions of the other, its agents, subcontractors, or employees during the performance of any work hereunder. The offending party will, at its sole expense, defend any suit based upon a claim or cause of action and satisfy any judgment that may be rendered against the other resulting therefrom, provided that the offending party will be given (i) prompt notice of any such claim or suit; and (ii) full opportunity to defend such suit The offended party may, at its election, participate in the defense and will cooperate fully in defending any claim or suits. The offending party will pay all costs, expenses, and liabilities of reasonable attorney's fees incurred by the offended party in connection with any and every nature such claim or suit or in enforcing this indemnity provision, provided a valid claim is presented. EXCEPT AS PROVIDED IN THIS SECTION 11 AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderINCLUDING NEGLIGENCE), except for any and all claimsPATENT INFRINGEMENT, demandsCOPYRIGHT INFRINGEMENT OR OTHERWISE, lossesWILL HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, expensesINCLUDING, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faithBUT NOT LIMITED TO, negligence or from willful misconduct on its part in performance of its duties under this AgreementLOSS OF PROFIT OR REVENUES, (i) in accordance with the foregoing standardsLOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCOST OF CAPITAL, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesCOST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICE, OR DOWNTIME COSTS. USBFS shall indemnify and hold the Trust harmless from and against any and all claimsEXCEPT FOR THE INDEMNITY OBLIGATION IN THIS SECTION 11, demandsBREACHES OF CONFIDENTIALITY AND FOR PAYMENTS DUE, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconductA PARTY'S TOTAL LIABILITY TO THE OTHER FOR ANY BREACH OF THIS SERVICES AGREEMENT WILL IN NO EVENT EXCEED THE GREATER OF [***] OR THE TOTAL VALUE OF. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.SERVICES INVOICED BY MOTOROLA TO CLEAR WIRE IN THE PRIOR [***]

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has acted in good faith, exercised reasonable care and not engaged in willful misconduct on its part in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that which the Trust may sustain or incur or that which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. Without limiting the generality of the foregoing, USBFS agrees to indemnify the Trust with respect to any and all of the following: (1) failure of USBFS to observe or perform any duty or obligation under any party software license agreement or third party service; (2) any claim(s) of infringement of any patent, copyright, trade secret, or other proprietary right of any third party alleged to occurred because of systems, software or other resources provided by USBFS (3) any claim by a third party or arising from a breach of a duty of confidentiality or other similar duty in respect of information in the possession of USBFS which information was provided to the Trust; (4) any claims arising out of to occurrences which USBFS is required to insure against to this Agreement or applicable law; (5) any claim of unlawful harassment or discrimination resulting from an action of USBFS or its employees, agents or representatives; (6) any claim or action arising out of or relating to any illness, other injury or death of a person, or damage to property, attributable to the negligence or misconduct of USBFS or its employees, agents or representatives. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case USBFS may be asked to indemnify or hold the Trust harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Trust will use all reasonable care to notify USBFS promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against USBFS. USBFS shall have the option to defend the Trust against any claim, which may be the subject of this indemnification. In the event that USBFS so elects, it will so notify the Trust and thereupon USBFS shall take over complete defense of the claim, and the Trust shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. However, the Trust may, at its sole option, participate in, but not control, the defense of the claim, which participation shall be at its sole cosot and expense. The Trust shall in no case confess any claim or make any compromise in any case in which USBFS will be asked to indemnify the Trust except with USBFS' prior written consent. Additionally, USBFS shall in no case confess any lcaim or make any compromise in any case in which USBFS will be asked to indemnify the Trust if such compromise does not include a complete and unconditional release of the Trust. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is availableequipment. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has acted in good faith, exercised reasonable care and not engaged in willful misconduct on its part in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it USBFS in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, other than an officer provided by USBFS pursuant to Section 2.A.(3)(f) hereof, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that which the Trust may sustain or incur or that which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its USBFS's bad faith, negligence, or willful misconduct. Without limiting the generality of the foregoing, USBFS agrees to indemnify the Trust with respect to any and all of the following: (1) failure of USBFS to observe or perform any duty; (2) any claim(s) of infringement of any patent, copyright, trade secret, or other proprietary right of any third party alleged to have occurred because of systems, software or other resources provided by USBFS (3) any claim by a third party, or arising from a breach of a duty of confidentiality, or other similar duty in respect of information in the possession of USBFS which information was provided to the Trust; (4) any claims arising out of or occurrences which USBFS is required to insure against pursuant to this Agreement or applicable law; (5) any claim of unlawful harassment or discrimination resulting from an action of USBFS or its employees, agents or representatives, including the officers provided pursuant to Section 2.A.(3)(f) hereof; (6) any claim or action arising out of or relating to any illness, injury or death of a person, or damage to property, attributable to the negligence or willful misconduct of USBFS or its employees, agents or representatives. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case USBFS may be asked to indemnify or hold the Trust harmless, USBFS shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Trust will use all reasonable care to notify USBFS promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against USBFS. USBFS shall have the option to defend the Trust against any claim which may be the subject of this indemnification. In the event that USBFS so elects, it will so notify the Trust and thereupon USBFS shall take over complete defense of the claim, and the Trust shall in such situation initiate no further legal action or incur other expenses for which it shall seek indemnification under this section. However, the Trust may, at its sole option, participate in, but not control, the defense of the claim, which participation shall be at the Trust's sole cost and expense. The Trust shall in no case confess any claim or make any compromise in any case in which USBFS will be asked to indemnify the Trust except with USBFS's prior written consent. Additionally, USBFS shall in no case confess any claim or make any compromise in any case in which USBFS will be asked to indemnify the Trust if such compromise does not include a complete and unconditional release of the Trust. In the event of a mechanical breakdown or failure of communication or power supplies beyond its USBFS's control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise The Purchaser covenants and agrees to indemnify and to hold the Exchange Agent harmless against any costs, expenses (including reasonable care in the performance fees of its duties legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Exchange Agent (including as Exchange Agent the provision of services under this Agreement. USBFS shall Sections 7 and 8) pursuant hereto; provided, that such covenant and agreement does not extend to, and the Exchange Agent will not be liable for any error of judgment indemnified with respect to, such costs, expenses, losses and damages incurred or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relatesExchange Agent as a result of, including losses resulting from mechanical breakdowns or arising out of, its negligence or willful misconduct. Promptly after the receipt by the Exchange Agent of notice of any demand or claim or the failure commencement of communication any action, suit, proceeding or power supplies beyond USBFS's controlinvestigation, except the Exchange Agent will, if a loss arising out of or relating claim in respect thereof is to USBFS's refusal or failure be made against the Purchaser, notify the Purchaser thereof in writing. The Purchaser will be entitled to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on participate at its part own expense in the performance defense of its duties under this Agreement. Notwithstanding any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify legal action or proceeding. The Exchange Agent will be responsible for and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall will indemnify and hold the Trust Purchaser harmless from and against any and all claims, demands, losses, expensesdamages, costs, charges, counsel fees, payments, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person liability arising out of any action taken or omitted attributable to be taken by USBFS as a result of USBFS's the Exchange Agent’s refusal or failure to comply with the terms of this Agreement, its bad faithor which arise out of Exchange Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Exchange Agent hereunder; provided, negligencehowever, that Exchange Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconductarising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and will not exceed, the amounts paid under this Agreement by the Purchaser to Exchange Agent as fees and charges, including reimbursable expenses. In Promptly after the event receipt by the Purchaser of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Purchaser will, if a mechanical breakdown or failure of communication or power supplies beyond its controlclaim in respect thereof is to be made against the Exchange Agent, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's controlnotify the Exchange Agent thereof in writing. USBFS The Exchange Agent will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time during regular business hours after receipt of USBFSsuch notice, upon it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 9, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the party against which any such demand, claim, action, suit, proceeding or investigation is brought, which consent will not be unreasonably withheld, and all reasonable notice costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. 10. Furthur Assurance. From time-to-time and after the date hereof, the Purchaser will deliver or cause to USBFSbe delivered to the Exchange Agent such further documents and instruments and will do and cause to be done such further acts as the Exchange Agent will reasonably request (it being understood that the Exchange Agent will have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Exchange Agent Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense11.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Tocqueville Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Tocqueville Funds shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustTocqueville Funds, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board Boards of Trustees. USBFS shall indemnify and hold the Trust Tocqueville Funds harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Tocqueville Funds may sustain or incur or that may be asserted against the Trust Tocqueville Funds by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Tocqueville Funds shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. The duties and responsibilities of USBFS shall exercise reasonable care in the performance of its duties under this AgreementAgreement are limited to those described herein. USBFS shall not be liable for any error loss or damages resulting from fraudulent, unauthorized, or otherwise improper use of judgment any identification or mistake of law security code or for any loss suffered systems access mechanisms assigned by the Trust USBFS in connection with matters access to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. Systems set forth on Exhibit A. In the event of a mechanical breakdown or breakdown, failure of communication communication, or power supplies reasonably beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding The Trust understands that certain services made available through USBFS's Systems are provided through the aboveuse of the equipment, software, and other related services pursuant to certain contracts among various vendors and USBFS. The Trust agrees to release and hold harmless USBFS reserves against all loss, liability, claims, actions, or damages which may arise from or by reason of the Trust's use of such software or services provided by these various vendors to USBFS, except as provided below. The Trust further agrees to indemnify USBFS from any and all liability in connection with the performance of its duties under this Agreement unless caused by USBFS's intentional disregard or willful misconduct. In no event and under no circumstances shall either party under this Agreement be liable to the other party for consequential or indirect loss of profits, reputation or business or any other special damages under any provision of this Agreement or for any act or failure to act hereunder. USBFS agrees to indemnify and hold harmless the Trust and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys' fees and disbursements) arising directly or indirectly from any claim by a third party against the Trust with respect to infringement of any patent or copyright of any goods, services or programs supplied or used by USBFS (the "USBFS Materials") in connection with the provision of services to the Trust hereunder. The foregoing indemnification obligation shall not apply to any claim based on or arising from (i) goods, services or programs not owned, developed or provided by USBFS, (ii) the combination by the Trust of the USBFS Materials with any other goods, services or programs not owned or developed by or on behalf of USBFS, or (iii) the failure of the Trust to use the USBFS Materials as authorized or for their intended purpose. USBFS agrees to indemnify and hold harmless the Trust and its affiliates and to defend them and hold them harmless, of and from all and all manner of Losses and threatened Losses arising from, in connection with, or based on allegations of: (i) failure of USBFS to observe or perform any duty or obligation under any third party software license agreement or third party service contract; (ii) any claim(s) of infringement of any patent, copyright, trade secret, or other proprietary right of any third party alleged to reprocess have occurred because of systems, software or other resources provided by USBFS to the Trust; (iii) any claim by a third party of violation of a duty of confidentiality or other similar duty in respect of information in the possession of USBFS which information was provided to the Trust; (iv) any claims arising out of or related to occurrences which USBFS is to insure against pursuant to this Agreement or applicable law; (v) any claim of unlawful harassment or discrimination resulting from an action of USBFS or its employees, agents or representatives; or (vi) any claim or action arising out of or relating to any illness, other injury or death of a person, or damage to property, attributable to the negligence or misconduct of USBFS or its employees, agents or representatives. Losses shall mean all losses, liabilities, damages, claims and correct administrative errors at its own expenseall costs and expenses relating to the same (including specifically and without limitation reasonable attorney's fees, disbursements, and costs of investigation, litigation, settlement, judgment, interest and penalties, if any).

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the standard of care set forth herein, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Fund, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Directors, except for any and all claims, demands, losses, expenses, and liabilities arising directly or indirectly out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust Fund, its officers, directors and employees harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Fund may sustain or incur or that may be asserted against the Trust Fund by any person arising directlly or indirectly out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company or Xxxxxxxx in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Xxxxxxxx shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of Xxxxxxxx or the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors of the Company. USBFS shall indemnify and hold Xxxxxxxx and the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that Xxxxxxxx and the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company and Xxxxxxxx shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the standard of care set forth herein, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Fund, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees, except for any and all claims, demands, losses, expenses, and liabilities arising directly or indirectly out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust Fund, its officers, trustees and employees harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Fund may sustain or incur or that may be asserted against the Trust Fund by any person arising directly or indirectly out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS Neither party shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment delay or mistake of law or for any loss suffered by the Trust failure in connection with matters to which this Agreement relates, including losses performance beyond its control resulting from mechanical breakdowns acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the failure effect of communication such events upon performance of their respective duties under Contract. Contractor shall be fully liable for the actions of its agents, employees, partners or power supplies beyond USBFS's controlsubcontractors and shall fully indemnify and save harmless the State and Authorized User from suits, except a loss arising out actions, damages and costs of or every name and description relating to USBFS's refusal personal injury and damage to real or personal tangible property caused by Contractor, its agents, employees, partners or subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to comply with act of the terms of this Agreement or from bad faithState. Contractor will indemnify, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify defend and hold harmless USBFS the State and its Authorized Users harmless, without limitation, from and against any and all claimsdamages, demands, losses, expenses, and liabilities of any and every nature expenses (including reasonable attorneys' fees) which USBFS may sustain or incur or ), claims, judgments, liabilities and costs which may be asserted finally assessed against USBFS by the State in any person arising out action for infringement of a United States Letter Patent with respect to the Products furnished, or of any action taken copyright, trademark, trade secret or omitted to be taken by it in performing intellectual property right, provided that the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with State shall give the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and (iii) assistance in the defense of any such action at the expense of Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the State or Authorized User may require Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: i) Authorized User’s unauthorized modification or alteration of a Product; ii) Authorized User’s use of the Product in combination with other January 2004 products not furnished by Contractor; iii) Authorized User’s use in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the Authorized User’s exclusive remedy to take action in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part (s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non- infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Project Award. For all other claims against the Contractor under any individual Purchase Order where liability is not otherwise set forth in the Contract as being “without limitation”, and regardless of the basis on which the claim is made, Contractor’s liability under a Purchase Order for direct damages shall be the greater of $100,000, the dollar amount of the Contract, or two (2) times the charges rendered by the Contractor under the Contract. Unless otherwise specifically enumerated herein or in the work order mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records (unless the Contractor is required to back-up the data or records as part of the work plan), even if the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, lost revenue or lost institutional operating savings. The State and Authorized User may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. January 2004 AAPPENDIX C NYS Net Price Schedule (Product Offerings and Fees for Installation, Configuration, Support & Maintenance) & Required Format for Submission of Price List To Be Provided By Contractor January 2004 Required Format for Submission of Price List Pricing must be offered in accordance with the foregoing standardsformat as presented the instructions below. Model Number Product Description NYS Net Price Per Unit Discount Category List Price % of Discount From List Inst. Per Unit % Inst. Disc From List NYS Net Inst. Per Unit Manuf Standard Warranty Maint. (add new column For each plan) Note: “Inst.” is installation. In addition to paper copies in this Appendix, or (ii) in reliance upon any written or oral instruction provided all Contractors are required to USBFS by any duly authorized officer submit initial pricing information on diskette. Details of the Trust, such duly authorized officer to be included required spreadsheet formatting is explained in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expensesample below.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s control, except a loss arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund and Manager shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustFund unless an unauthorized action was undertaken by an officer of the Fund that is also an employee of USBFS, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors. USBFS shall indemnify and hold the Trust Fund and Manager harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Fund and Manager may sustain or incur or that may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’s control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund and Manager shall be entitled to inspect USBFS's ’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFSFMFS's control, except a loss arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which USBFS FMFS may sustain or incur or which may be asserted against USBFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the "Board of Trustees" or "Trustees"). USBFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS FMFS as a result of USBFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFSFMFS's control. USBFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSFMFS. USBFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFSFMFS's premises and operating capabilities at any time during regular business hours of USBFSFMFS, upon reasonable notice to USBFSFMFS. Notwithstanding the above, USBFS FMFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Adviser and the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Adviser or the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust (the "Board of Trustees" or "Trustees"). USBFS shall indemnify and hold the Adviser and the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Adviser or the Trust may sustain or incur or that may be asserted against the Adviser or the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Adviser and the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Tocqueville Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Tocqueville Fund shall indemnify and hold harmless harmless, severally and not jointly, USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustTocqueville Funds, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board Boards of Trustees of the Tocqueville Funds (the "Boards of Trustees" or "Trustees"). USBFS shall indemnify and hold the Trust Tocqueville Funds harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Tocqueville Funds may sustain or incur or that may be asserted against the Trust Tocqueville Funds by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Tocqueville Funds shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Tocqueville Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Tocqueville Funds shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustTocqueville Funds, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board Boards of Trustees of the Tocqueville Funds (the "Boards of Trustees" or "Trustees"). USBFS shall indemnify and hold the Trust Tocqueville Funds harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Tocqueville Funds may sustain or incur or that may be asserted against the Trust Tocqueville Funds by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Tocqueville Funds shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters PCQC agrees to which this Agreement relatesindemnify, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's controldefend, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS Participant from and against any and all third-party claims, costs and expenses (including attorneys’ fees and expenses), demands, losses, expenses, actions and liabilities of every kind and character whatsoever arising or resulting in any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or way from bad faith, negligence or from willful misconduct on its part in performance PCQC’s breach of its duties obligations under this Agreement, (i) in accordance with absent the gross negligence or willful misconduct of Participant. All of the foregoing standards, rights of indemnification shall apply to any expenses incurred by Participant in defending itself against claims of gross negligence or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer willful misconduct unless a court of the Trust, such duly authorized officer to be included competent jurisdiction concludes in a list of authorized officers furnished final judgment that such Party seeking indemnification has committed gross negligence or willful misconduct. Participant agrees to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify indemnify, defend, and hold the Trust harmless PCQC and its independent data warehouse service provider (if any) from and against any and all third-party claims, costs and expenses (including attorneys’ fees and expenses), demands, losses, expenses, actions and liabilities of every kind and character whatsoever arising or resulting in any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out way from Participant’s breach of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of its obligations under this Agreement, its bad faithabsent the gross negligence or willful misconduct of PCQC. All of the foregoing rights of indemnification shall apply to any expenses incurred by PCQC and any independent data warehouse service provider in defending themselves, negligencerespectively, against claims of gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such Party seeking indemnification has committed gross negligence or willful misconduct. In Under no circumstances will either Party be liable to the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions other for any period that indirect or consequential damages of any kind, including lost profits (whether or not the Parties have been advised of such interruption continues beyond USBFS's controlloss or damage) arising in any way in connection with this Agreement. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall[IF PARTICIPANT IS A GOVERNMENT INSTITUTION THAT IS NOT ABLE TO PROVIDE INDEMNIFICATION, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.THE FOLLOWING ALTERNATIVE PROVISION MAY BE SUBSTITUTED FOR THE ABOVE SECTION 8:

Indemnification Limitation of Liability. A. USBFS 9.1 Subject to the below limitations of liability, ParkHub shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relatesreimburse, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's controldefend, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faithindemnify, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from Customer and Customer’s affiliates and Customer’s and Customer affiliates’ partners, members, shareholders, owners, managers, directors, officers, employees, contractors, agents, subsidiaries, successors, and assigns for, from, and against any and all claims, demandsdamages, losses, expensesdeficiencies, liabilities, penalties, charges, costs, and liabilities expenses resulting from, relating to, or arising out of, (a) negligent or intentionally wrongful acts or omissions of any and every nature ParkHub (including reasonable attorneys' feesParkHub’s personnel) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out in violation of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this the Agreement or from bad faiththis SLA, negligence or from willful misconduct on its part in performance of its duties (b) any claim that the Licensed Software, as delivered under this Agreement, infringes or misappropriates any intellectual property rights of any third-party (an “Infringement Claim”) and (c) where Customer is the merchant account owner, (i) in accordance with the foregoing standardsfraudulent mag-stripe transactions directly arising from Card-Present EMV Fraud (i.e., or fraudulent transactions run on a counterfeit card that purports to have EMV functionality) and (ii) lost-or-stolen chip card (PIN-preferring customer verification method (CVM)) where ParkHub does not provide PIN CVM for such transaction. ParkHub’s indemnification obligation provided in reliance upon subsection (c)(i) or (c)(ii) will not apply if (x) Customer failed to use commercially reasonable efforts to mitigate against theft and fraud or (y) ParkHub’s Prime product is EMV capable. THE FOREGOING STATES PARKHUB’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR AN INFRINGEMENT CLAIM. CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES ON THE PART OF PARKHUB ARISING THEREFROM. ParkHub shall have no liability or obligation under this Section for any written or oral instruction provided to USBFS by claim based on: (i) use of any duly authorized officer part of the TrustLicensed Software in combination with materials, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligencedeliverables, or willful misconduct. In the event of a mechanical breakdown equipment not provided by ParkHub; or, (ii) modifications made by Customer or failure of communication any third-party or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseother than as expressly authorized herein.

Indemnification Limitation of Liability. A. USBFS shall exercise Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold the Indemnified Parties harmless upon an Indemnified Party’s demand from and against all losses, damages, liability, actions, judgments, costs, and expenses (including, but not limited to, reasonable care attorneys’ fees and other expenses of litigation), suffered, incurred, or asserted by a third party against any Indemnified Party for personal injury or property damage that arises from or out of a breach of this Agreement, or the negligent acts or omissions or willful misconduct of the Indemnifying Party in the its performance of its duties obligations under this Agreement. USBFS Buyer will defend, indemnify, and hold harmless Seller and Seller’s owners, officers, directors, and employees (individually and collectively, a “Seller Indemnified Party”), at Buyer’s expense, from any third party claim, action, suit, or proceeding against a Seller Indemnified Party (a “Seller Infringement Claim”) to the extent that such Seller Infringement Claim based upon an allegation that Products (and the design and Specifications of the Products of Buyer) infringe any Intellectual Property Right of any third party. Buyer will indemnify a Seller Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Seller Infringement Claim. Buyer’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of a Seller Infringement Claim, a Seller Indemnified Party providing to Buyer prompt written notice of the Seller Infringement Claim; (ii) a Seller Indemnified Party gives to Buyer sole authority and control of the defense and/or settlement of the Seller Infringement Claim; provided, however, that Buyer shall not enter into any settlement agreement that binds Seller in any way without the consent of Seller, which consent shall not be liable for unreasonably withheld, delayed, or conditioned; and (iii) a Seller Indemnified Party provides all reasonable information and assistance requested by Buyer, at Buyer’s expense, to handle the defense and/or settlement of the Seller Infringement Claim. A Seller Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Seller Infringement Claim. Seller will defend, indemnify, and hold harmless Buyer and Buyer’s owners, officers, directors, and employees (individually and collectively, a “Buyer Indemnified Party”), at Seller’s expense, from any error of judgment third party claim, action, suit, or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except proceeding against a loss Buyer Indemnified Party arising out of or relating related to USBFS's refusal a claim (a ‘‘Buyer Infringement Claim”) to the extent that such Buyer Infringement Claim is based upon an allegation that Seller’s intellectual property in the Products infringe any Intellectual Property Right of any third party, Seller will indemnify a Buyer’s Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Buyer’s Infringement Claim. Seller’s obligations under this Section related to any Buyer Infringement Claim are conditioned upon the following: (i) upon becoming aware of an Buyer Infringement Claim, a Buyer Indemnified Party providing to Seller prompt written notice of the Buyer Infringement Claim; (ii) a Buyer Indemnified Party gives to Seller sole authority and control of the defense and/or settlement of the Buyer Infringement Claim; provided, however, that Seller shall not enter into any settlement agreement that binds Buyer in any way without the consent of Buyer, which consent shall not be unreasonably withheld, delayed, or failure conditioned; and (iii) a Buyer Indemnified Party provides all reasonable information and assistance requested by Seller, at Seller’s expense, to comply with handle the terms defense and/or settlement of the Buyer Infringement Claim. A Buyer Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Buyer Infringement Claim. In no event will either party (and such Party’s parent company, affiliates, trustees, representatives, contractors, consultants and agents) be liable to the other party for any indirect, incidental, consequential, special or punitive damages, or for loss of profits or revenue, whether in an action in contract, tort, contribution, strict liability, or otherwise. Each Party acknowledges and agrees that the following are not, and shall not be interpreted or construed as, consequential damages for the purposes of this Agreement: (i) the Delay Liquidated Damages; (ii) damages for which a Party is liable to the other Party (and other Indemnified Parties) pursuant to the indemnification obligations set forth in Section 13 of this Agreement; (iii) damages incurred by a Party (and its parent company, affiliates, trustees, representatives, contractors, consultants and agents) by reason of any fraudulent or willful misconduct of the other Party or its contractors or agents; and (iv) damages incurred by a Party as a result of a breach by the other Party of its obligations under Section 10. Except for claims referenced in subsection (iv) of the preceding sentence, Buyer’s cumulative liability under the Agreement and all PO’s will not exceed [***], even if a term of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance any PO fails of its duties under this Agreementessential purpose. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care anything to the contrary contained in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against total aggregate annual liability of Seller on any and all claims, demands, losses, expenses, and liabilities claims of any and every nature (including reasonable attorneys' fees) which USBFS may sustain kind, whether in contract, or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderotherwise, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating related to USBFS's refusal or failure this Agreement shall be limited to comply with [***] of the terms of aggregate amount set forth in the previous calendar year’s invoices issued to Buyer by Seller under this Agreement; provided however, in no event shall the limitation in the preceding sentence be less than [***], excluding any insurance recoveries by Seller under the insurance required by this Agreement or recoveries by Seller from bad faith, negligence third parties. The limitation set forth in this Section 13 shall not apply to claims arising from the fraud or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseSeller.

Indemnification Limitation of Liability. A. USBFS Calamos shall exercise reasonable care in the performance of its duties under this Agreement. USBFS Calamos shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Party in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's Calamos' control, except a loss arising out of or relating to USBFS's Calamos' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS Calamos has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Party shall indemnify and hold harmless USBFS Calamos, its directors, officers, employees and agents from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS that Calamos, its directors, officers, employees and agents may sustain or incur or which that may be asserted against USBFS Calamos by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the standard of care set forth herein, or (ii) in reliance upon any written or oral instruction provided to Calamos by any duly authorized officer of a Party, such duly authorized officer to be included in a list of authorized officers furnished to Calamos and as amended from time to time in writing by resolution of a Party's Board of Trustees, except for any and all claims, demands, losses, expenses, and liabilities arising directly or indirectly out of or relating to USBFS's Calamos' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS Calamos shall indemnify and hold the Trust each Party, its officers, trustees and employees harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust such Party may sustain or incur or that may be asserted against the Trust such Party by any person arising directly or indirectly out of any action taken or omitted to be taken by USBFS Calamos as a result of USBFS's Calamos' refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS Calamos shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's Calamos' control. USBFS Calamos will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSCalamos. USBFS Calamos agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust each Party shall be entitled to inspect USBFS's Calamos' premises and operating capabilities at any time during regular business hours of USBFSCalamos, upon reasonable notice to USBFSCalamos. Notwithstanding the above, USBFS Calamos reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS Sponsor shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relatesindemnify, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's controldefend, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS Institution, its affiliated hospitals, its IRB, Principal Investigator and their respective affiliates, agents, officers, directors and employees (“Institution Indemnitees”) from and against any and all claimsloss, demandsdamage, lossescost, expensesclaim or liability (collectively, “Claims”) resulting from (i) the use by or on behalf of a Sponsor Indemnitee of the results of the Study, (ii) a Sponsor Indemnitee’s negligence or willful misconduct, or (iii) a subject’s participation in the Study. Sponsor’s obligation to indemnify and liabilities hold harmless Institution Indemnitees under this Section shall be reduced only if and only to the extent the losses are ultimately adjudged to have been caused by the negligence or intentional misconduct of an Institution Indemnitee, an Institution Indemnitee’s failure to follow any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderApplicable Laws, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or an Institution Indemnitee’s failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) the Protocol or other written instructions or recommendations provided by or on behalf of Sponsor or Sponsor designee to the Institution Indemnitees provided that such instructions are not in accordance conflict with the foregoing standardsProtocol unless the conflicting instructions are related to the safety, welfare, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer well-being of the Trustpatient, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution treatment of the Board Study subject prior to or outside of Trusteesthe Study, failure to obtain informed consent from the Study subject using the then current informed consent form in the form approved by Sponsor (provided that the injury is related to the failure of not getting informed consent), or unauthorized warranties or representations made by an Institution Indemnitee concerning the Study Drug or a comparator drug (provided that the injury is related to the unauthorized warranties or representations made by an Institution Indemnitee concerning the Study Drug or a comparator drug) (each, an “Excluding Condition”). USBFS PORTIONS HEREIN IDENTIFIED BY [*****] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Institution shall indemnify and hold the Trust harmless Sponsor and its affiliates, agents, officers, directors and employees (“Sponsor Indemnitees”) from and against any and all loss, damage, cost, claim or liability found to result from an Excluding Condition. The Party seeking indemnification shall promptly notify the indemnifying Party in writing of all claims for which indemnification is sought and allow the indemnifying Party to handle such claims (including settlement negotiations); provided, however, that the indemnifying Party shall not have the right to agree to any settlement pursuant to which liability or culpability on the part of the indemnified Party or its Indemnitees is acknowledged. The indemnified Party shall cooperate fully with the indemnifying Party in its handling of all claims, demands, losses, expenses, and liabilities . A failure to promptly notify of any claim will serve to reduce the indemnity rights of the party seeking indemnification only if and every nature (including only to the extent such failure materially prejudiced the indemnifying party’s actual defense of the claim. Sponsor agrees to reimburse Institution for the reasonable attorneys' fees) and necessary medical expenses for medical treatment of an adverse reaction that is the Trust may sustain direct result of administering the Study Drug pursuant to and in compliance with the Protocol, unless due to the negligence or incur or that may be asserted against intentional misconduct of an Institution Indemnitee, the Trust use of the Study Drug by any person arising out of Institution Indemnitee in any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply manner not in compliance with the terms Protocol, or breach of this Agreement, the Protocol or any applicable law, rule or regulation by an Institution Indemnitee. Provided that, if any patients are Medicare or Medicaid beneficiaries, the Parties shall comply with the reporting and other applicable requirements under Section 111 of the Medicare, Medicaid and SCHIP Extension Act of 2007 (MMSEA) relating to agreeing to pay for patient’s study injuries, if applicable. WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS,CONFIDENTIALITY OBLIGATIONS OR INTELLECTUAL PROPERTY OBLIGATIONS HEREUNDER, NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, LOSS OF PROFITS, OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY, ANY LICENSEE, OR ANY OTHERS RESULTING FROM THE USE OF THE RESEARCH, STUDY DATA OR ANY INVENTION OR PRODUCT ARISING FROM THE STUDY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR (A) WORK STOPPAGE, LOST DATA, LOST PROFITS OR ANY OTHER RELIANCE OR EXPECTANCY, DIRECT OR INDIRECT, OR (B) SPECIAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND. PORTIONS HEREIN IDENTIFIED BY [*****] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INSTITUTION AND PRINCIPAL INVESTIGATOR EACH UNDERSTAND AND AGREE THAT THE STUDY DRUG IS EXPERIMENTAL IN NATURE AND THAT NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS MADE BY SPONSOR NOR ANY OTHER PARTY REGARDING THE STUDY DRUG EXCEPT THAT THE STUDY DRUG HAS BEEN MANUFACTURED IN ACCORDANCE WITH APPLICABLE LAW. Institution shall maintain in full force and effect during the term of this Agreement a policy or program of insurance or self-insurance at levels sufficient to support the indemnification and contractual obligations set forth in this Agreement. Upon request, Institution will provide evidence of its bad faithinsurance or self-insurance and will provide Sponsor thirty (30) days prior written notice of any cancellation of its coverage. Sponsor shall maintain in full force and effect during the term of this Agreement adequate liability insurance coverage to maintain its ability to cover its indemnification and contractual responsibilities hereunder, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period provided that such interruption continues beyond USBFS's controlinsurance shall not be less than $2,000,000 per occurrence and $5,000,000 aggregate. USBFS will make every reasonable effort Sponsor shall provide evidence of such insurance upon request. At least thirty (30) days prior to restore any lost loss or damaged data reduction in such insurance coverage, Sponsor shall notify Institution. The specified minimum insurance coverages and correct limits outlined above do not constitute a limitation on Sponsor’s liability or obligation to indemnify or defend Institution and any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseother Indemnitees under this Agreement.

Indemnification Limitation of Liability. A. Each of USBFS and CFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor CFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund or any third party in connection with matters to which the duties under this Agreement relatesAgreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’s or CFS’ control, except a loss arising out of or relating to USBFS's ’s or CFS’ refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS or CFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless USBFS and CFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (nature, including reasonable attorneys' fees) which ’ fees (collectively, “Losses”), that USBFS or CFS may sustain or incur or which that may be asserted against USBFS or CFS by any person arising out of or related to any action taken or omitted to be taken by it them in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS and CFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing approved by resolution of the Board of Trustees. USBFS shall indemnify and hold Directors of the Trust harmless from and against Fund, except for any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person Losses arising out of any action taken or omitted relating to be taken by USBFS as a result of USBFS's ’s or CFS’ refusal or failure to comply with the terms of this Agreement, Agreement or from its bad faith, negligence, negligence or willful misconductmisconduct in the performance of its duties under this Agreement. In the event of This indemnity shall be a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives continuing obligation of the Trust shall be entitled to inspect Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS's premises ” and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.“

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation or any Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's ’ control, except a loss arising out of or relating to USBFS's ’ refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's ’ refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of TrusteesDirectors of the Corporation. Notwithstanding anything to the contrary, any such indemnification payment shall be made only from the assets of the particular Fund to which the indemnification obligation relates. USBFS shall indemnify and hold the Trust Corporation and the Funds harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust Corporation or any Fund may sustain or incur or that may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's ’ refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. Notwithstanding anything to the contrary, any such indemnification payment shall be made only to the particular Fund to which the indemnification obligation relates. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's ’ control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shallwill maintain a disaster recovery plan and procedures, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision including provisions for emergency use of electrical electronic data processing equipment equipment, which is reasonable in light of the services to the extent appropriate equipment is availablebe provided under this Agreement. Representatives of the Trust Corporation shall be entitled to inspect USBFS's ’ premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS Landlord shall exercise reasonable care in be responsible for performing any remediation of any Contamination at the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss Premises arising out of or relating to USBFS's refusal or failure events occurring before the Commencement Date (except, to comply with the terms of this Agreement or from bad faithextent relevant, negligence, or willful misconduct on its part for those raised in the performance Phase II) and Tenant shall be responsible for performing any remediation of its duties under this Agreement. Notwithstanding any other provision Contamination at the Premises arising out of this Agreementor relating to events occurring during the Term, if USBFS has exercised reasonable care in the performance of its duties under this Agreementexcept such Contamination caused by or arising solely from contamination (i.e., the Trust release and/or presence of Hazardous Substances which requires remediation under any Environmental Statutes) having its origin on any property other than the Premises or the Tenant Parking Areas, and the Tenant shall indemnify be relieved of such responsibility only to the extent that the requirement to remediate is directly attributed to such other property. Landlord shall each indemnify, defend and hold the other harmless USBFS of, from and against any and all claims, demands, losses, expenses, and liabilities loss or liability suffered by the other by reason of Landlord's or Tenant's breach of any and every nature provision relevant to either of Landlord or Tenant of this Article 24 including but not limited to, (including reasonable attorneys' feesa) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply expenses required so that the Premises complies with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, Environmental Statutes; (ib) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claimsreasonable costs or damages, demandsincluding but not limited to costs or damages resulting from litigation and Natural Resource Damages, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Landlord or Tenant may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFSthe presence, study, removal or remediation of any Contamination on the Premises or arising from the Premises; (c) any and all fines, penalties, or other sanctions assessed or imposed due to Landlord's refusal or Tenant's failure to comply have complied with the terms Environmental Statutes and/or the presence of Contamination on the Premises as herein set forth; and (d) any and all legal and professional fees and costs incurred by Landlord or Tenant in connection with the foregoing. This indemnification shall survive the expiration or termination of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expenseLease.

Indemnification Limitation of Liability. A. USBFS Xxxxxxx shall exercise reasonable care in the performance of its duties under this Agreement. USBFS Calamos shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Party in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's Calamos’ control, except a loss arising out of or relating to USBFS's Calamos’ refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS Calamos has exercised reasonable care in the performance of its duties under this Agreement, the Trust each Party shall indemnify and hold harmless USBFS Calamos, its directors, officers, employees and agents from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) which USBFS that Calamos, its directors, officers, employees and agents may sustain or incur or which that may be asserted against USBFS Calamos by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the standard of care set forth herein, or (ii) in reliance upon any written or oral instruction provided to Calamos by any duly authorized officer of a Party, such duly authorized officer to be included in a list of authorized officers furnished to Calamos and as amended from time to time in writing by resolution of a Party’s Board of Trustees, except for any and all claims, demands, losses, expenses, and liabilities arising directly or indirectly out of or relating to USBFS's Calamos’ refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS Calamos shall indemnify and hold the Trust each Party, its officers, trustees and employees harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' ’ fees) that the Trust such Party may sustain or incur or that may be asserted against the Trust such Party by any person arising directly or indirectly out of any action taken or omitted to be taken by USBFS Calamos as a result of USBFS's Calamos’ refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS Calamos shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's Calamos’ control. USBFS Calamos will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSCalamos. USBFS Calamos agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust each Party shall be entitled to inspect USBFS's Calamos’ premises and operating capabilities at any time during regular business hours of USBFSCalamos, upon reasonable notice to USBFSCalamos. Notwithstanding the above, USBFS Calamos reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the The Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out Trust as a result of or relating to USBFSthe Trust's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS X. Xxxxxxxx shall exercise reasonable care in the performance of its duties under this Agreement. USBFS Xxxxxxxx shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's Xxxxxxxx'x control, except a loss arising out of or relating to USBFS's Xxxxxxxx'x refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless USBFS Xxxxxxxx from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS that Xxxxxxxx may sustain or incur or which that may be asserted against USBFS Xxxxxxxx by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS Xxxxxxxx by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and Xxxxxxxx as amended from time to time in writing by resolution of the Board of TrusteesDirectors of the Company. USBFS Xxxxxxxx shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust Company may sustain or incur or that may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by USBFS Xxxxxxxx as a result of USBFS's Xxxxxxxx'x refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS Xxxxxxxx shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's Xxxxxxxx'x control. USBFS Xxxxxxxx will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFSXxxxxxxx. USBFS Xxxxxxxx agrees that it shall, at all times, have reasonable contingency plans with appropriate partiesparities, making reasonable provision provisions for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect USBFS's Xxxxxxxx'x premises and operating capabilities at any time during regular business hours of USBFSXxxxxxxx, upon reasonable notice to USBFSXxxxxxxx. Notwithstanding the above, USBFS Xxxxxxxx reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS Stellar Financial shall exercise reasonable care in the performance of its duties under this Agreement. USBFS Stellar Financial shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFSStellar Financial's control, except a loss arising out of or relating to USBFSStellar Financial's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS Stellar Financial has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS Stellar Financial from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS Stellar Financial may sustain or incur or which may be asserted against USBFS Stellar Financial by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFSStellar Financial's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS Stellar Financial by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS Stellar Financial and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

Indemnification Limitation of Liability. A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which that USBFS may sustain or incur or which that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for FORM OF AGREEMENT emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.