Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. The Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. Neither Party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability; Indemnification. The Administrator Seller shall be responsible for indemnify and hold harmless the Custodian and its directors, officers, agents and employees from and against any and all loss, costs, expenses, damages, liabilities or claims, including reasonable fees, compensation, expenses and disbursements of such agents, representatives, servicers, experts and counsel as the Custodian may reasonably employ in connection with the exercise and performance of only such its powers and duties as in connection herewith, and from its action or inaction in connection with the Agreement including Losses which are set forth in this Agreement and shall have no responsibility for the actions or activities incurred by reason of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct action or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered inaction by any Trust insofar as such lossissuer of an Instrument (collectively, damage or expense arises from the performance “Losses”), except for those Losses arising out of the AdministratorCustodian’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence gross negligence, bad faith or willful misconduct (as agreed by the Custodian or determined by a court of the Administrator, its officers or employeescompetent jurisdiction). Neither Party In no event shall Custodian be liable to Buyer, Seller or any third party for any special, indirect, incidental, punitive or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement. Custodian may apply for and obtain the advice of nationally recognized counsel, accountants and other experts and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including lost profitsclaims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s action or inaction in connection with this Agreement (including legal fees or expenses incurred in connection with any action or suit defended or brought by the Custodian to enforce indemnification obligations of the parties), except those Losses arising out of Custodian’s own gross negligence, bad faith or willful misconduct (as agreed by the Custodian or determined by a court of competent jurisdiction). It is expressly understood and agreed that Custodian’s right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any kind whatsoever (including, without limitation, attorneys’ fees) under rights or recourse that Buyer or Seller may have against any provision such third party. This indemnity shall be a continuing obligation of Buyer and Seller and shall survive the termination of any Transactions or this Agreement or for any such damages arising out of any act resignation or failure to act hereunder, each of which is hereby excluded by agreement removal of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Custodian.

Limitation of Liability; Indemnification. The Administrator shall be responsible for the performance AUAER agrees to indemnify, save and hold harmless Participant from and against any and all third party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of only such duties as are set forth every kind and character whatsoever arising or resulting in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises way from the performance of the AdministratorAUAER’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance breach of its duties hereunder except to obligations under this Agreement, absent the extent caused by or resulting from the gross negligence or willful misconduct of Participant. All of the Administratorforegoing rights of indemnification shall apply to any expenses incurred by Participant in defending itself 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. Participant agrees to indemnify, save and hold harmless AUAER and its officers 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, actions and liabilities of every kind and character whatsoever arising or employeesresulting in any way from Participant’s submission of data to the AQUA Registry or use of data obtained through the AQUA Registry, absent the gross negligence or willful misconduct of AUAER or any independent data warehouse service provider, respectively. Neither Party All of the foregoing rights of indemnification shall apply to any expenses incurred by AUAER and any independent data warehouse service provider in defending themselves, respectively, 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. Under no circumstances will either party be liable to the other for any special, indirect, incidental, punitive indirect or consequential damagesdamages of any kind, including lost profits, of any kind whatsoever profits (including, without limitation, attorneys’ fees) under any provision of this Agreement whether or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of not the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had parties have been advised of the possibility of such damagesloss or damage) arising in any way in connection with this Agreement. In any event[IF PARTICIPANT IS A GOVERNMENT INSTITUTION THAT IS NOT ABLE TO PROVIDE INDEMNIFICATION, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “THE FOLLOWING ALTERNATIVE PROVISION MAY BE SUBSTITUTED FOR THE ABOVE SECTION 7:

Limitation of Liability; Indemnification. The Administrator shall be responsible LGFCU serves only as a depository for the performance funds in your account, and we do not owe you a fiduciary duty with respect to your account unless we explicitly agree otherwise in writing. Our responsibility to you and to your account is limited to the exercise of only such duties ordinary care as are set forth in this Agreement and shall have no responsibility established by the reasonable commercial standards for financial institutions. We will not be liable to you for any claim, loss, cost or damage caused by events or circumstances beyond our reasonable control, including a loss of electrical power, the actions breakdown or activities failure of any other partyprivate or common carrier communication or transmission facilities, or suspensions of payments by another financial institution. In particular, LGFCU is not liable to you if such an event or circumstances prevent us from, or delay us in, performing our obligations for a service, including other service providersacting on a payment order, other than Delegates (as defined in Section 21 below) crediting a fund transfer to your account, processing a transaction or crediting your account. Our liability to you for any act or failure to act shall not exceed any direct resulting loss, if any, which you incur, and payment of any interest or dividends. In any case, we will not be liable for any special, incidental, exemplary, punitive or consequential losses or damages of any kind, regardless of whether you informed us of the Administratorpossibility of such damages, unless required by law. The Administrator shallYou agree to reimburse LGFCU for all claims, at all timescosts, act losses and damages we may incur, including reasonable attorneys’ fees, in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any lossconnection with your account, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by our failure to exercise ordinary care. Your liability will be joint and several. We may charge any of your accounts with us for any such losses, liabilities or resulting from the expenses without prior notice to you. With respect to your act, omission, negligence or willful misconduct of the Administratorfault, its officers and specifically in connection with overdrafts or employees. Neither Party shall be liable returned deposits to your account, you agree to reimburse LGFCU for any specialall claims, indirectcosts, incidental, punitive or consequential losses and damages, including lost profitsfees paid for collection. Nothing in this agreement shall be construed to limit any rights or defenses available to us, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any eventwarranty, unless otherwise agreedindemnity or liability imposed on you, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action applicable state or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability federal laws or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company regulations or any liability relating separate agreements applicable to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “your accounts.

Limitation of Liability; Indemnification. The duties of the Administrator shall be responsible for the performance of only such duties as are confined to those expressly set forth in this Agreement herein, and shall have no responsibility for implied duties are assumed by or may be asserted against the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Serviceshereunder. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. Neither Party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act omission in carrying out its duties hereunder, each except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which is hereby excluded by agreement cannot be waived or modified hereby. (As used in this Article 5, the term "Administrator" shall include partners, officers, employees and other agents of the Parties regardless Administrator as well as the Administrator itself.) So long as the Administrator acts in good faith and without negligence or willful misfeasance, and without reckless disregard of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any eventits obligations and duties, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust its performance of services under this Agreement regardless Agreement, the Company assumes full responsibility and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the form Administrator's actions taken or non-actions with respect to the performance of action services hereunder. The Administrator agrees to indemnify and hold harmless the Company, its employees, agents, Directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or legal theory shall be limited to its total annual compensation earned otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees payable hereunder during the preceding Compensation Period, as defined herein, for and other expenses of every nature and character arising out of or in any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability way relating to the Trust’s compliance Administrator's bad faith, willful misconduct, negligence or from reckless disregard of its obligations and duties, with respect to the performance of services under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any federal pending or state tax threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or securities statutehold the other party harmless, regulation the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and 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 ruling during appears likely to present the probability of such Liability Perioda claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. “The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party. The Administrator may apply to the Company at any time for instructions and may consult counsel for the Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Company until receipt of written notice thereof from the Company.

Limitation of Liability; Indemnification. (a) The Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement General Partner and shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator its Affiliates shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except Partnership or to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or Partner for any loss suffered by the Partnership or damage resulting from any Partner (i) which arises out of any action or inaction of the performance General Partner or nonperformance its Affiliates if (x) such action or inaction has been taken pursuant to affirmative instructions of 50% in interest of the Investor Limited Partners, or (y) the General Partner or its duties hereunder except to Affiliates, in good faith, determined that such action or inaction was in the extent caused by best interest of the Partnership and such action or resulting from the negligence inaction did not constitute gross negligence, breach of fiduciary duty, material breach of this Agreement or any Operative Document or willful misconduct of the AdministratorGeneral Partner or such Affiliates or (ii) which arises out of any circumstances existing or events occurring prior to the Initial Funding Date to the extent that such liabilities, loss, damage, fees, costs and expenses, judgments or amounts paid in settlement arise from those circumstances or events for which, and to the extent, amounts have been provided or reserved for in the Initial Projections or otherwise budgeted for by the Partnership, Intermediate Partnership or Operating Partnership as of the Initial Funding Date or to the extent the General Partner did not have and should not reasonably have had after commercially reasonable diligence, actual knowledge. The General Partner and its officers or employees. Neither Party Affiliates shall be liable for indemnified by the Partnership against any speciallosses, indirectjudgments, incidentalliabilities, punitive or consequential damages, including lost profits, expenses and amounts paid in settlement of any kind whatsoever (includingclaims sustained by them in their capacity as General Partner in connection with the Partnership, without limitationprovided that the same were not the result of negligence, attorneys’ fees) under any provision breach of fiduciary duty, material breach of this Agreement or any Operative Document or misconduct on the part of the General Partner or such Affiliates and were the result of a course of conduct which such General Partner or its Affiliates, in good faith, determined was in the best interest of the Partnership and provided further that the same do not arise from any circumstances existing or events occurring prior to the Initial Funding Date. Any indemnity under this Section 5.11(a) shall be provided out of and to the extent of Partnership assets only and no Investor Limited Partner shall have any personal liability on account thereof. Notwithstanding the foregoing, the General Partner and its Affiliates shall not be indemnified for any such damages Environmental Damages arising out from any violation of any act or failure to act hereunderEnvironmental Laws by the General Partner, each of which is hereby excluded by agreement the Partnership, any of the Parties regardless of whether such damages were foreseeable or whether Intermediate Partnerships, any Intermediate General Partner, either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability Operating Partnerships relating to the Trust’s compliance with any federal Properties in Iowa (namely, 00xx Xxxxxx Partnership and 00xx Xxxxxx Partnership) or state tax or securities statute, regulation or ruling during such Liability Period. “the Operating General Partner of either of those two Operating Partnerships.

Limitation of Liability; Indemnification. The Administrator (i) To the maximum extent permissible by applicable law, the Stockholder Representative shall incur no liability of any kind to any Seller Indemnifying Party or any other Person with respect to any action or inaction taken or failed to be responsible for taken, by it or by its agents, in connection with its services as the performance Stockholder Representative, except with respect to its own willful misconduct or gross negligence in which case the Stockholder Representative will reimburse the Seller Indemnifying Parties the amount of only such duties as are set forth loss attributable to such gross negligence or willful misconduct. Anything in this Agreement and to the contrary notwithstanding, in no event shall have no responsibility for the actions Stockholder Representative be liable under this Agreement, the Escrow Agreement or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior ancillary documents to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability Seller Indemnifying Parties for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. Neither Party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, loss or damage of any kind whatsoever (includingincluding but not limited to lost profits), without limitationregardless of whether or not any such damages were foreseeable or contemplated and even if the Stockholder Representative has been advised of the likelihood of such loss or damage, attorneys’ fees) no matter the form of action. The Stockholder Representative may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Seller Indemnifying Party or other party. In all questions arising under this Agreement, the Escrow Agreement or any of the ancillary documents, the Stockholder Representative may rely on the advice of counsel, accountants or other skilled persons, and the Stockholder Representative will not be liable to any Seller Indemnifying Party or any other Person for anything done, omitted or suffered in good faith by the Stockholder Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement or for any such damages arising out of the transactions contemplated hereby shall require the Stockholder Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any act of its powers, rights, duties or failure to act hereunder, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust privileges under this Agreement regardless or any of the form of transactions contemplated hereby. Furthermore, the Stockholder Representative shall not be required to take any action unless the Stockholder Representative has been provided with funds, security or legal theory shall indemnities which, in its determination, are sufficient to protect the Stockholder Representative against the costs, expenses and liabilities which may be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered incurred by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during Stockholder Representative in performing such Liability Period. “actions.

Limitation of Liability; Indemnification. The Administrator Seller shall be responsible for indemnify and hold harmless the Custodian and its directors, officers, agents and employees from and against any and all loss, costs, expenses, damages, liabilities or claims, including reasonable fees, compensation, expenses and disbursements of such agents, representatives, servicers, experts and counsel as the Custodian may reasonably employ in connection with the exercise and performance of only such its powers and duties as in connection herewith, and from its action or inaction in connection with the Agreement including Losses which are set forth in this Agreement and shall have no responsibility for the actions or activities incurred by reason of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct action or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered inaction by any Trust insofar as such lossissuer of an Instrument (collectively, damage or expense arises from the performance “Losses”), except for those Losses arising out of the AdministratorCustodian’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence gross negligence, bad faith or willful misconduct (as agreed by the Custodian or determined by a court of the Administrator, its officers or employeescompetent jurisdiction). Neither Party In no event shall Custodian be liable to Buyer, Seller or any third party for any special, indirect, incidental, punitive or consequential damages, or lost profits or loss of business, arising Annex III-10 under or in connection with this Agreement. Custodian may apply for and obtain the advice of nationally recognized counsel, accountants and other experts and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including lost profitsclaims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s action or inaction in connection with this Agreement (including legal fees or expenses incurred in connection with any action or suit defended or brought by the Custodian to enforce indemnification obligations of the parties), except those Losses arising out of Custodian’s own gross negligence, bad faith or willful misconduct (as agreed by the Custodian or determined by a court of competent jurisdiction). It is expressly understood and agreed that Custodian’s right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any kind whatsoever (including, without limitation, attorneys’ fees) under rights or recourse that Buyer or Seller may have against any provision such third party. This indemnity shall be a continuing obligation of Buyer and Seller and shall survive the termination of any Transactions or this Agreement or for any such damages arising out of any act resignation or failure to act hereunder, each of which is hereby excluded by agreement removal of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Custodian.

Limitation of Liability; Indemnification. The Administrator No director shall be responsible personally liable to the Corporation or any of its members for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the performance director’s duty of only loyalty to the Corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article VIII by the Class B Member shall not adversely affect any right or protection of a director of the Corporation existing at the time of such duties repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. The Corporation shall indemnify its directors to the fullest extent authorized or permitted by law, as are set forth now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article VIII shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to officers, employees and agents of the Corporation similar to those conferred in this Agreement Article VIII to directors of the Corporation. The rights to indemnification and to the advance of expenses conferred in this Article VIII shall have no responsibility for the actions or activities not be exclusive of any other partyright which any person may have or hereafter acquire under this Certificate of Incorporation, including other service providers, other than Delegates (as defined in Section 21 below) the Bylaws of the Administrator. The Administrator shallCorporation, at all timesany statute, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any lossagreement, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance vote of the Administrator’s duties hereunder in reliance upon records that were maintained for Class B Member or disinterested directors or otherwise. Any repeal or modification of this Article VIII by the Trust by entities other than the Administrator prior Class B Member shall not adversely affect any rights to indemnification and to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error advancement of judgment expenses of a director or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct officer of the Administrator, its officers or employees. Neither Party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of Corporation existing at the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility time of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) repeal or modification with respect to a Trust under this Agreement regardless of the form of action any acts or legal theory shall be limited omissions occurring prior to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability such repeal or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “modification.

Limitation of Liability; Indemnification. The Administrator Custodian shall be responsible for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. Neither Party shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable fees of counsel (collectively, "LOSSES"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, or any Clearing Corporation, or their successors or nominees, except for those Losses arising out of Custodian's negligence, bad faith or willful misconduct. In no event shall Custodian be liable to Lender, Borrower or any third party for special, indirect, incidental, punitive indirect or consequential damages, including or lost profitsprofits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Each of Lender and Borrower agrees, severally but not jointly, to indemnify Custodian and to hold it harmless against any kind whatsoever and all Losses which are sustained by Custodian (includingi) in the case of Lender's indemnity, without limitationas a result of Custodian's action or inaction in connection with this Custodial Undertaking pursuant to Instructions of Lender and (ii) in the case of Borrower's indemnity, attorneys’ feesotherwise as a result of Custodian's action or inaction in connection with this Custodial Undertaking, except in the case of either (i) under any provision of this Agreement or for any such damages (ii) those Losses arising out of any act Custodian's negligence, bad faith or failure to act hereunderwillful misconduct and except, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to Lender, Losses, if any, relating to fees owed by Borrower to Custodian. It is expressly understood and agreed that Custodian's right to indemnification hereunder shall be enforceable only against Lender and Borrower directly, without any obligation to first proceed against any third party for whom it may act, and irrespective of any rights or recourse that Lender or Borrower may have against any such third party. This indemnity shall be a Trust under this Agreement regardless continuing obligation of Lender and Borrower notwithstanding the termination of the form of action Loan or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “this Custodial Undertaking.

Limitation of Liability; Indemnification. The Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and Shareholder Representative shall have no responsibility or liability for any representation, warranty or covenant of Network, the actions Shareholders, the Surviving Corporation, Parent or activities of the Merger Sub. The Shareholder Representative shall not be liable to any other party, including other service providers, other than Delegates (Shareholder for any act or omission in its capacity as defined in Section 21 below) the Shareholder Representative of the Administrator. The Administrator shall, at all times, act Shareholders while acting in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any lossfaith, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained that it is finally judicially determined that Shareholder Representative was grossly negligent or engaged in willful misconduct. The Shareholder Representative shall, in no case or event, be liable to any Shareholder, any party to this Agreement or any other Person for any punitive, incidental or consequential damages. Without limiting the generality of the foregoing, the Shareholder Representative shall not be liable for forgeries or false impersonations by any other Person. The Shareholders shall severally and not jointly indemnify, pro-rata in accordance with their respective ownership of Outstanding Shares, the Shareholder Representative and hold the Shareholder Representative harmless from and against any loss, liability or expense incurred by the Administrator pursuant to Shareholder Representative arising out of or in connection with the Sub-Administration acceptance or administration of the Shareholder Representative’s duties under this Agreement, the Escrow Agreement and any Ancillary Agreement, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative (“Shareholder Representative Losses”). The Administrator Shareholder Representative shall have no liability for the right to recover any error of judgment or mistake of law or for any loss or damage resulting Shareholder Representative Losses from the performance or nonperformance of its duties hereunder except Representative Expense Account as such expenses arise and, to the extent caused by or resulting from that the negligence or willful misconduct Representative Expense Account has been depleted, the Shareholder Representative shall have the right to recover, subject to compliance with the payment release provisions of the Administrator, its officers or employees. Neither Party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Escrow Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by and the escrow agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with Earn-Out Escrow Account, Shareholder Representative Losses from the Escrow Account or the Earn-Out Escrow Account, if applicable, and if then available after satisfaction of all claims of Parent Indemnified Persons, prior to the final distribution to the Shareholders, and prior to any federal or state tax or securities statutesuch distribution, regulation or ruling during such Liability PeriodShareholder Representative shall deliver to the Escrow Agent and Parent a certificate setting forth the Shareholder Representative Losses actually incurred. “This Section 2.04(f) shall survive the termination of the Agreement, the Escrow Agreement and any Ancillary Agreement.

Limitation of Liability; Indemnification. The Administrator shall be responsible for the performance of only such duties Except as are set forth expressly provided in this Agreement and shall have no responsibility for the actions Agreement, all warranties expressed or activities of any other partyimplied, including other service providersimplied warranties of mer- chantability, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith fitness for a particular purpose and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered non-infringement are disclaimed by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employeesUnitedAg. Neither Party shall party hereto will be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (includinglost opportunities, without limitationor indi- rect reliance, attorneys’ fees) incidental or consequential damages under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damagescircumstances. In any eventno event shall UnitedAg’s liability under or in connection with this agreement, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action giving rise to such liability whether in contract, tort or otherwise, exceed the amount of the Exhibition Fee paid to UnitedAg by Exhibitor. The Exhibitor agrees to indemnify and hold harmless UnitedAg, Board of Directors, its officers, members and employees from loss or expense (including legal theory shall be limited expense) to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, any person or persons for or by reason of: any liability or loss suffered breach by the Trust includingExhibitor of this Agree- ment; any condition, defective or otherwise, of any apparatus, equipment or fixtures furnished by the Exhibitor in connection with its exhibit; and any act or omission of the said Exhibitor, its employees or agents. The Exhibitor‘s indemnity includes, but is not limited to, claims of copyright, trademark or patent infringement, unfair competition, and product liability. The Exhibitor expressly releases UnitedAg and all aforemen- tioned individuals from any and all claims for such loss, damage or injury. The Exhibitor assumes the entire responsibility for and hereby agrees to protect, indemnify, defend and hold harmless UnitedAg, the Event’s venue, their employees and agents against all claims, losses and damages to persons or property, governmental charges or fines and attorney’s fees arising out of or caused by the Exhibitor, or their employees’ or agents’ installation, removal, maintenance, occupancy or use of exhibit premises or a part thereof, excluding any such liability relating to qualification caused by the sole negligence of Event’s venue, or contracted third-party service provider, its employees and agents. The Ex- hibitor also assumes responsibility for any and all obligations, including music license royalty fees, resulting from its use of live or recorded music and indemnifies UnitedAg for the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “same.

Limitation of Liability; Indemnification. The Administrator Custodian shall be responsible for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. Neither Party shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable fees of counsel (collectively, "Losses"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of Custodian's negligence, bad faith or willful misconduct. In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect, incidental, punitive indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including lost profitsclaims by Buyer or Seller) which are sustained by Custodian as a result of Custodian's action or inaction in connection with this Custodial Undertaking, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages except those Losses arising out of any act Custodian's negligence, bad faith or failure willful misconduct. It is expressly understood and agreed that Custodian's right to act hereunder, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory indemnification hereunder shall be limited enforceable against Buyer and Seller directly, without any obligation to its total annual compensation earned first proceed against any third party for whom they may act, and fees payable hereunder during irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the preceding Compensation Period, as defined herein, for termination of any liability Transactions or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “this Custodial Undertaking.

Limitation of Liability; Indemnification. The Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and shall have In no responsibility for the actions event will RAND or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by employees or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. Neither Party shall agents be liable for any special, indirect, incidental, punitive under or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of in connection with this Agreement or for in connection with any such damages arising out of any act services provided or failure to act hereunder, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust work product produced under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust damages, including, but not limited to, indirect, incidental, special or consequential damages, including loss of profits, revenue, data or use, incurred by Save the World Air, Inc., or any third party, whether in any action in contract or tort or based on a warranty, including damages or losses arising out of, connected with or resulting from the provision of the services under this Agreement, except to the extent such damages are due to the gross negligence, bad faith or willful misconduct of RAND. Should RAND become the subject of any third-party claim or incur any liability relating to qualification or expense in connection with the performance of the Trust as a regulated investment company services, Save the World Air, Inc., shall be obligated to defend against such claim with counsel reasonably acceptable to RAND and shall indemnify and hold harmless RAND from any such claim, liability or any liability relating expense, except to the Trust’s compliance extent such claim, liability or expense is due to the gross negligence, bad faith or willful misconduct of RAND. At its election, RAND may retain its own counsel to participate in the defense, and the fees and expenses of such counsel shall be paid by Save the World Air, Inc., if representation of RAND by the counsel retained by Save the World Air, Inc. would be inappropriate due to actual or potential differing interests between RAND and any other party represented by such counsel in such proceeding. Any settlement negotiated by Save the World Air, Inc. and its counsel shall be subject to the prior written approval of RAND. PAYMENT SCHEDULE: Payment by Save the World Air, Inc. to RAND for the work supported by this Agreement will be paid in accordance with any federal the following payment schedule. If the timeline specified below changes due to, among other things, availability of information, availability of testing facilities and length of time for completion, RAND and Save the World Air, Inc. shall discuss such changes and mutually agree on a revised timeline. Any modifications to costs and fees outlined below shall require a written instrument, signed by both parties to this Agreement. All references to "Tasks" or state tax or securities statute"Task" below refer to, regulation or ruling during such Liability Periodand are qualified in their entirety by, the descriptions on Attachment A hereto. “Total cost for the contract is $220,000 to be allocated as follows:

Limitation of Liability; Indemnification. The Administrator duties of SEI shall be responsible for the performance of only such duties as are confined to those expressly set forth in this Agreement herein, and no implied duties are assumed by or may be asserted against SEI hereunder. SEI shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability not be liable for any error of judgment or mistake of law or for any loss arising out of any investment, or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. Neither Party shall be liable for any specialact or omission, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ feesany act or omission in the performance of its duties under this Agreement, except to the extent liability or loss from the willful misfeasance, bad faith or negligence of SEI, or by reason of SEI's reckless disregard of its duties under this Agreement (collectively, "SEI Disabling Conduct"). As used in this Article 8, the term "SEI" shall include SEI, its affiliates and their respective directors, officers and employees. SEI shall not be responsible for the Feeder Fund's compliance with its applicable investment policies, and any laws and regulations governing the manner in which the Feeder Fund's assets may be invested, and shall not be responsible for any liabilities or losses attributable to non-compliance with such investment policies, laws and regulations. UNDER NO CIRCUMSTANCES SHALL SEI OR THE FEEDER FUND BE LIABLE FOR ANY SPECIAL, INDIRECT PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, INCOME, SAVINGS, BUSINESS, OR GOODWILL) IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (Collectively, "Consequential Damages"). Subject to the disclaimer of Consequential Damages set forth above in this Article 8, the Feeder Fund assumes full responsibility for, and shall indemnify and hold SEI harmless from and against any and all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, judgments, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) ("Liabilities") arising out of (i) any error of judgment of the Feeder Fund or SEI, any investment made by or on behalf of the Feeder Fund, or any act or omission of the Feeder Fund or SEI including, without limitation, any act or omission of SEI in the performance of its duties under this Agreement, except to the extent any provision such Liabilities result from any SEI Disabling Conduct, or (ii) the willful misfeasance, bad faith or negligence of the Feeder Fund. Notwithstanding anything in this Agreement to the contrary, for purposes of this Agreement Article 8, any Liability of SEI described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by SEI, in each case, in connection with a claim by or dispute with a third party against SEI under an existing contractual obligation owing by SEI to such third party or under applicable law, rules or regulations, shall be deemed to be a direct damage (and, therefore, subject to the Feeder Fund's indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in this Article 8. Subject to the disclaimer of Consequential Damages set forth above in this Article 8, SEI assumes full responsibility for, and shall indemnify the Feeder Fund (including, for purposes of this paragraph, its affiliates and their respective directors, officers and employees) and hold them harmless from and against any such damages and all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against any and all Liabilities arising out of any SEI Disabling Conduct, including, without limitation, any error of judgment of SEI or any act or failure omission of SEI in the performance of its duties under this Agreement or otherwise, which, in each case, arise out of SEI Disabling Conduct. Notwithstanding anything in this Agreement to act hereunderthe contrary, each for purposes of which is hereby excluded by agreement this Article 8, any Liability of the Parties regardless Feeder Fund described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by the Feeder Fund, in each case, in connection with a claim by or dispute with a third party against the Feeder Fund under an existing contractual obligation owing by the Feeder Fund to such third party or under applicable law, rules or regulations, shall be deemed to be a direct damage (and, therefore, subject to SEI's indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of whether such damages were foreseeable or whether either Party or any entity had been advised Consequential Damages set forth above in this Article 8. The indemnity and defense provisions set forth in this Agreement shall indefinitely survive the termination of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) this Agreement with respect to any event occurring during the Term of this Agreement. If a Trust party hereto (an "Indemnifying Party") is asked to indemnify another party hereto (an "Indemnified Party") pursuant to this indemnification provision, the Indemnifying Party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by such Indemnifying Party and satisfactory to the Indemnified Party, whose approval shall not be unreasonably withheld. In the event that the Indemnified Party elects to assume the defense of any suit and retain counsel, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If an Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Indemnified Party for the fees and expenses of any counsel retained by the Indemnified Party if otherwise required to do so under this Agreement regardless Article 8. SEI may apply to the Feeder Fund at any time for instructions and may, with the prior consent of the form Feeder Fund, which consent may not be unreasonably withheld, consult counsel for the Feeder Fund or its own counsel and with accountants and other experts, in each case with an expertise in the subject matter of action such consultation, with respect to any matter arising in connection with SEI's duties, and SEI shall not be liable or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, accountable for any liability action taken or loss suffered omitted by it in good faith in accordance with such instruction or with the Trust opinion of such counsel, accountants or other experts. Nothing herein shall make SEI liable for the performance or omissions of unaffiliated third parties not under SEI's reasonable control that may be engaged by SEI to perform services that are necessary in order for SEI to provide Services, but are not specifically described as Services on Exhibit A including, but without limitation, unaffiliated third party vendors not limited tounder SEI's reasonable control who provide pricing, printing, postal or delivery, securities pricing, telecommunications, data feed, processing and settlement services ("Third Party Vendors"); provided, however, that SEI shall remain liable for the acts and omissions of sub-contractors who are not Third Party Vendors as provided in Article 2. In addition, nothing herein shall make SEI liable for the performance or omissions of custodians, investment advisers or sub-advisers. SEI and the Feeder Fund shall have a duty to mitigate damages for which any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “other party is liable under this Article 8.

Limitation of Liability; Indemnification. The Administrator Custodian shall be responsible for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct of the Administrator, its officers or employees. Neither Party shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable fees of counsel (collectively, "Losses"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of Custodian's negligence, bad faith or willful misconduct. In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect, incidental, punitive indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including lost profitsclaims by Buyer or Seller) which are sustained by Custodian as a result of Custodian's action or inaction in connection with this Custodial Undertaking, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages except those Losses arising out of Custodian's negligence, bad faith or willful misconduct. It is expressly understood and agreed that Custodian's right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any act obligation to first proceed against any third party for whom they may act, and irrespective of any rights or failure recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of any Transactions or of this Custodial Undertaking. If Seller or Buyer pays any amounts to act hereunderCustodian for which the other party is liable, each of which is hereby excluded by agreement of the Parties regardless of whether then such damages were foreseeable or whether either Party or paying party shall, in addition to any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust other rights it may have under this Agreement regardless of the form of action Custodial Undertaking or legal theory shall by law and equity, be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating subrograted to the Trust’s compliance rights of Custodian with regard to any federal or state tax or securities statute, regulation or ruling during such Liability Period. “payment.

Limitation of Liability; Indemnification. The Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of Notwithstanding any other party, including other service providers, other than Delegates (as defined in Section 21 below) provision of the Administrator. The Administrator shallAgreement or this Amendment that expressly or by implication provides to the contrary, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator BISYS shall have no liability in respect of not be liable for any loss, damage damage, cost, expense or expense suffered liability incurred or sustained by the Company or any Trust insofar claim brought against any Company (including as such loss, damage or expense arises from the performance a result of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior Company's failure to the Administrator’s appointment as Administrator hereunder (comply with its obligations under Applicable AML Laws) except to the extent such records were maintained failure is a direct and proximate result of a material breach of the Agreement as amended by this Amendment by BISYS. (For the Administrator pursuant avoidance of doubt, nothing herein is intended to limit any liability BISYS may have for its duties under any Transfer Agency Agreement between BISYS and the Trust.) In addition, neither BISYS nor any individual serving from time to time as the Trust's AML Compliance Officer shall have any liability to the Sub-Administration Agreement)Trust or any of its trustees, officers, employees, interest holders or service providers for any actions taken or omissions by such individual in the course of acting a AML Compliance Officer unless such acts for failure to act constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of such individual's duties hereunder as AML Compliance Officer. The Administrator Trust shall indemnify BISYS and any individual serving from time to time as the Trust's AML Compliance Officer (collectively, the "Indemnified Parties") to the fullest extent permitted for officers of the Trust by applicable laws and the Trust's Declaration of Trust and shall keep such individual covered by appropriate insurance as permitted in Article IV, Section 3(n) of the Declaration of Trust. In the event of any change to the Declaration of Trust or the Trust's insurance coverage that would affect the indemnification and coverage of BISYS and the individual serving as the Trust' AML Compliance Officer, the Trust shall notify BISYS as soon as reasonably practicable, and if such indemnification or coverage is materially impaired, BISYS shall have no liability the right to terminate this Amendment by giving written notice to the Trust within 30 days. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. An Indemnified Party shall promptly advise the Trust of all pertinent facts concerning any situation with respect to which a claim for any error of judgment or mistake of law or for any loss or damage resulting from indemnification may be made under this section, but failure to do so in good faith shall not affect the performance or nonperformance of its duties rights hereunder except to the extent caused the Trust is materially prejudiced thereby. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by or resulting from counsel chosen by it and reasonably satisfactory to the negligence or willful misconduct Indemnified Parties, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, an Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of the Administratorsuit, its officers or employees. Neither Party shall be liable it will reimburse the Indemnified Parties for any special, indirect, incidental, punitive or consequential damages, including lost profits, the reasonable fees and expenses of any kind whatsoever (includingcounsel retained by them. Notwithstanding the foregoing, the Trust shall not consent to any settlement that imposes liability or obligations upon any Indemnified Party without limitation, attorneys’ fees) under any provision such Indemnified Party's prior written consent. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Agreement.