Common use of Limitations of Liability Indemnification Clause in Contracts

Limitations of Liability Indemnification. a. FSC shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth below, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares or in connection with the Registration Statement, Prospectuses, or SAIs. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, but only with respect to statements or omissions, if any, made in the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

Limitations of Liability Indemnification. a. FSC Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their respective elected officials, officers, directors, appointed officials, employees, attorneys, agents or their governing bodies shall not have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, and full compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues pledged pursuant to the Resolution. The Redeveloper releases the City and Authority from, agrees that neither the City nor Authority shall be liable to the Trust for anything done or omitted by itfor, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth below, the Trust and agrees to indemnify and hold the City and Authority harmless FSC from any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act City and Section 20 Authority and their respective elected officials, directors, officers, appointed officials, attorneys, agents, employees and members of the 1934 Act against their governing bodies free and harmless from any and all loss, claim, damage, demand, tax, penalty, liability, claimdisbursement, damage expense, excluding litigation expenses, attorneys' fees and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatenedexpenses, or any claim whatsoever) court costs arising out of any damage or based upon injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about that portion of the Project owned by the Redeveloper, during the term of this Redevelopment Contract or arising out of any untrue statement action or alleged untrue statement inaction of a material fact contained Redeveloper, related to activities of the Redeveloper or its agents during the construction of the public infrastructure or public right of ways in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares or in connection with the Registration Statement, Prospectuses, or SAIsProject. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, but only with respect to statements or omissions, if any, made in the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

Limitations of Liability Indemnification. a. FSC shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth below, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoeverA) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust The Advisor shall not be liable for any settlement error of judgment or mistake of law or for any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of loss suffered by the commencement of Company or by any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons Fund in connection with the issue matters to which this Agreement relates, except a loss resulting from a breach of the Advisor's fiduciary duty with respect to the receipt of compensation for services or a loss resulting from the Advisor's willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and sale duties under this Agreement. Any person, even though also an officer, director, employee or agent of Shares the Advisor, who may be or become an officer, director, employee or agent of the Company, shall be deemed when rendering services to the Company or to any Fund, or acting on any business of the Company or of any Fund (other than services or business in connection with the Registration StatementAdvisor's duties as Advisor hereunder or under any other agreement with the Company), Prospectusesto be rendering such services to or acting solely for the Company or Fund and not as an officer, director, employee or SAIsagent or one under the control or direction of the Advisor even though paid by the Advisor. c. FSC agrees to (B) The Company shall indemnify and hold harmless the TrustAdvisor from and against all liabilities, each damages, costs and expenses that the Advisor may incur in connection with any action, suit, investigation or proceeding arising out of its Trustees, each of its officers who have signed or otherwise based on any action actually or allegedly taken or omitted to be taken by the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, but only Advisor with respect to statements the performance of its duties or omissionsobligations hereunder or otherwise as an investment adviser of the Company and the Funds; provided, if anyhowever, made in that the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished Advisor will not be entitled to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and indemnification with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust Company or its shareholders to which such person would otherwise be subject by reason of the Advisor's breach of fiduciary duty with respect to the receipt of compensation for services or the willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of the duties of such person its duties, or by reason of the Advisor's reckless disregard by such person of the its obligations and duties of such person under this Agreement. (C) The Advisor acknowledges and agrees that the Declaration of Trust of the Company provides that the Trustees of the Company and the officers of the Company executing this Agreement on behalf of the Company shall not be personally bound hereby or liable hereunder, nor shall resort be had to their private property or the private property of the shareholders of the Company for the satisfaction of any claim or obligation under this Agreement.

Limitations of Liability Indemnification. a. FSC Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Agency, nor their respective elected officials, officers, directors, attorneys, appointed officials, employees, agents or their governing bodies shall not have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Agency under this Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, and full compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues pledged pursuant to the Resolution. The Redeveloper releases the City and Agency from, agrees that neither the City nor Agency shall be liable to the Trust for anything done or omitted by itfor, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth below, the Trust and agrees to indemnify and hold the City and Agency harmless FSC from any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act City and Section 20 Agency and their respective elected officials, directors, officers, attorneys, appointed officials, agents, employees and members of the 1934 Act against their governing bodies free and harmless from any and all loss, claim, damage, demand, tax, penalty, liability, claimdisbursement, damage expense, excluding litigation expenses, attorneys' fees and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatenedexpenses, or any claim whatsoever) court costs arising out of any damage or based upon injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about that portion of the Project owned by the Redeveloper, during the term of this Redevelopment Contract or arising out of any untrue statement action or alleged untrue statement inaction of a material fact contained Redeveloper, related to activities of the Redeveloper or its agents during the construction of the public infrastructure or public right of ways in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares or in connection with the Registration Statement, Prospectuses, or SAIsProject. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, but only with respect to statements or omissions, if any, made in the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

Limitations of Liability Indemnification. a. FSC shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth below, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoeverA) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust The Advisor shall not be liable for any settlement error of judgment or mistake of law or for any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of loss suffered by the commencement of Company or by any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons Fund in connection with the issue matters to which this Agreement relates, except a loss resulting from a breach of the Advisor’s fiduciary duty with respect to the receipt of compensation for services or a loss resulting from the Advisor’s willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and sale duties under this Agreement. Any person, even though also an officer, director, employee or agent of Shares the Advisor, who may be or become an officer, director, employee or agent of the Company, shall be deemed when rendering services to the Company or to any Fund, or acting on any business of the Company or of any Fund (other than services or business in connection with the Registration StatementAdvisor’s duties as Advisor hereunder or under any other agreement with the Company), Prospectusesto be rendering such services to or acting solely for the Company or Fund and not as an officer, director, employee or SAIsagent or one under the control or direction of the Advisor even though paid by the Advisor. c. FSC agrees to (B) The Company shall indemnify and hold harmless the TrustAdvisor from and against all liabilities, each damages, costs and expenses that the Advisor may incur in connection with any action, suit, investigation or proceeding arising out of its Trustees, each of its officers who have signed or otherwise based on any action actually or allegedly taken or omitted to be taken by the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, but only Advisor with respect to statements the performance of its duties or omissionsobligations hereunder or otherwise as an investment adviser of the Company and the Funds; provided, if anyhowever, made in that the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished Advisor will not be entitled to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and indemnification with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust Company or its shareholders to which such person would otherwise be subject by reason of the Advisor’s breach of fiduciary duty with respect to the receipt of compensation for services or the willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of the duties of such person its duties, or by reason of the Advisor’s reckless disregard by such person of the its obligations and duties of such person under this Agreement. (C) The Advisor acknowledges and agrees that the Declaration of Trust of the Company provides that the Trustees of the Company and the officers of the Company executing this Agreement on behalf of the Company shall not be personally bound hereby or liable hereunder, nor shall resort be had to their private property or the private property of the shareholders of the Company for the satisfaction of any claim or obligation under this Agreement.

Limitations of Liability Indemnification. a. FSC Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their officers, directors, employees, agents nor their governing bodies shall not have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the TIF Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, as specifically set forth in Sections 3.02 and 3.04. The obligation of the City and Authority on any TIF Indebtedness shall be limited solely to the payment of the TIF Revenues on the TIF Indebtedness. Specifically, but without limitation, neither the City nor Authority shall be liable to the Trust for anything done or omitted by itany costs, except acts or omissions involving willful misfeasanceliabilities, bad faithactions, gross negligencedemands, or reckless disregard damages for failure of any representations, warranties or obligations hereunder. The Redeveloper releases the duties imposed by this Agreement. b. Subject to City and Authority from, agrees that neither the conditions set forth belowCity or Authority shall be liable for, the Trust and agrees to indemnify and hold the City and Authority harmless FSC from any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act City and Section 20 Authority and their directors, officers, agents, employees and member of the 1934 Act against their governing bodies free and harmless from any and all loss, claim, damage, demand, tax, penalty, liability, claimdisbursement, damage expense, including litigation expenses, attorneys’ fees and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatenedexpenses, or any claim whatsoever) court costs arising out of any damage or based upon any untrue statement injury, actual or alleged untrue statement claimed, of a material fact contained in the Registration Statementwhatsoever kind or character, to property (including any Prospectuses or SAIs (as from time to time amended and supplementedloss of use thereof) or persons, occurring or allegedly occurring in, on or about the omission Project during the term of this Redevelopment Contract or alleged omission therefrom arising out of a material fact required to be stated therein any action or necessary to make the statements therein inaction of Redeveloper, whether on not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished related to the Trust about FSC by Project, or on behalf of FSC expressly for use resulting from or in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof way connected with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such actionspecified events, including the employment of counsel selected by management of’ the Trust and payment of expenses. FSC Project, or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph way related to the contrary notwithstanding, the Trust shall not be liable for any settlement enforcement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation this Redevelopment Contract or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares or in connection with the Registration Statement, Prospectuses, or SAIs. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each army other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, but only with respect to statements or omissions, if any, made in the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished cause pertaining to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) aboveProject. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

Limitations of Liability Indemnification. a. FSC The Advisor shall not exercise its best judgment in rendering the services to be liable provided to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth belowFunds hereunder. However, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust Advisor shall not be liable for any settlement error of judgment or mistake of law or for any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of loss suffered by the commencement of Company or by any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons Fund in connection with the issue and sale of Shares or in connection with the Registration Statementmatters to which this Agreement relates, Prospectuses, or SAIs. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 except a loss resulting from a breach of the 1933 Act, but only Advisor’s fiduciary duty with respect to statements the receipt of compensation for services or omissions, if any, made in a loss resulting from the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of Advisor’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee or agent of the Advisor, who may be or become an officer, director, employee or agent of the Company, shall be deemed when rendering services to the Company or to any Fund, or acting on any business of the Company or of any Fund (other than services or business in connection with the Advisor’s duties as Advisor hereunder or under any other agreement with the Company), to be rendering such services to or acting solely for the Company or Fund and not as an officer, director, employee or agent or one under the control or direction of such person the Advisor even though paid by the Advisor. b. The Company shall indemnify and hold harmless the Advisor from and against all liabilities, damages, costs and expenses that the Advisor may incur in connection with any action, suit, investigation or proceeding arising out of or otherwise based on any action actually or allegedly taken or omitted to be taken by the Advisor with respect to the performance of its duties or obligations hereunder or otherwise as an investment adviser of the Company and the Funds; provided, however, that the Advisor will not be entitled to indemnification with respect to any liability to the Company or its shareholders by reason of the Advisor’s breach of fiduciary duty with respect to the receipt of compensation for services or the willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of its duties, or by reason of the Advisor’s reckless disregard by such person of the its obligations and duties of such person under this Agreement. c. Subject to paragraph (B), the Company shall also indemnify and hold harmless the Advisor to the extent the Advisor may be required to indemnify any Sub-Advisor pursuant to the terms of any sub-advisory agreement. Further, except as set forth in paragraph (A), the Advisor shall not be liable for any act or omission of any Sub-Adviser. d. The Advisor shall indemnify and hold harmless the Company from and against all liabilities, damages, costs and expenses that the Company may incur in connection with any action, suit, investigation or proceeding arising out of or otherwise based on any action actually taken or omitted to be taken by the Advisor with respect to the performance of its duties or obligations hereunder or otherwise as an investment adviser of the Company, to the extent such liability, damage, cost or expense results from the Advisor’s breach of fiduciary duty with respect to the receipt of compensation for services or the willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of its duties, or from the Advisor’s reckless disregard of its obligations and duties under this Agreement.

Limitations of Liability Indemnification. a. FSC We shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth below, the Trust agrees to indemnify and hold you harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all lossthird party claims that your authorized use of the Services infringes or violates any U.S. patent, liabilitycopyright, claimtrade secret or other proprietary right of any third party. We shall defend and settle, damage and expense whatsoever (including but not limited to any and at our sole expense, all expenses whatsoever reasonably incurred in investigating, preparing suits or defending against any litigation, commenced or threatened, or any claim whatsoever) proceedings arising out of or based upon the foregoing, provided that you give us prompt written notice of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time such claim and provided you reasonably cooperate with us and allow us to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume control the defense of such action, including the employment of counsel selected by the Trust and payment of expensessettlement negotiations. FSC We shall not enter into any settlement or compromise which creates any such controlling person thereof liability or obligation (whether legal or equitable) on your part without your prior written consent. In all events you shall have the right to employ separate counsel participate in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of any such action suit or proceeding through counsel of your own choosing and at your expense provided that our decisions with respect to the Trust defense and settlement negotiations shall not have employed counsel to have charge be final. If a Service, or any portion of the defense Service, is held, or in our reasonable opinion is likely to be held, to infringe or violate any U.S. patent, copyright, trade secret, or other proprietary right of any third- party, we may, at our option and sole expense, perform one of the following: (a) secure for you the right to continue use of such actionService; (b) replace such Service with a substantially equivalent service not subject to such claim; or (c) modify the Service so that it becomes no longer subject to such claim. Notwithstanding the foregoing, we shall have no liability for any third-party claim of infringement based upon: (i) your failure to implement any change to the Service provided by us if such infringement would have been avoided by your implementation of such change; (ii) your operation or combination of the Service with a program, data, equipment, or documentation not recommended or provided by us, if such infringement would have been avoided but for such use; or (iii) your use of the Service in a manner beyond the scope of the Service if such infringement would have been avoided but for such use. The foregoing constitutes our entire liability and your sole and exclusive remedy with respect to any third-party claims of which events infringement of such fees and expenses intellectual property rights. WE ARE NOT LIABLE AND, AS SUCH, EXPRESSLY DISCLAIM ANY AND ALL LIABILITY, FOR ANY LOSSES ARISING FROM THE USE (REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED OR UNAUTHORIZED) OF YOUR SECURITY ITEMS, INCLUDING, WITHOUT LIMITATION, ANY LOSSES ARISING FROM THE THEFT OR COMPROMISE OF A SECURITY ITEM AND/OR A THIRD PARTY'S DUPLICATION AND/OR USE OF A SECURITY ITEM. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF CNB, CNS AND THEIR AFFILIATES AND LICENSORS, AND IAND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "CNB PARTIES") TO YOU ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ITS IMPLEMENTATION EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES PAID BY YOU TO US HEREUNDER OR FIVE HUNDRED UNITED STATES DOLLARS (US $500). EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE CNB PARTIES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGE, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS, OR LOSS, USE, AND/OR MISUSE OF DATA, ARISING OUT OF THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF SUCH DAMAGE. We shall be borne by liable to you only for losses that result from our failure to exercise ordinary care or to act in good faith in providing the TrustServices to you. Anything Except for any and all losses arising exclusively from our failure to exercise ordinary care or to act in this paragraph good faith in providing the Services to you, and except to the contrary notwithstandingextent prohibited by applicable law, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly you agree to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares or in connection with the Registration Statementdefend, Prospectuses, or SAIs. c. FSC agrees to indemnify and hold harmless the Trust, each CNB Parties from and against any and all losses arising out of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 and/or relating to your use of the 1933 Act, but only with respect to statements Services. This indemnification obligation shall survive the expiration or omissions, if any, made in the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf earlier termination of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

Limitations of Liability Indemnification. a. FSC shall not be liable to You understand that none of Primerica Advisors, the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard Asset Managers nor TDAI guarantee: (1) the future performance of the duties imposed by Program Account; (2) any specific level of performance; (3) the success of any investment decision or investment strategy used; (4) the success of the overall management of the Program Account; or (5) that any particular person will provide the services to be provided under this Agreement. b. Subject . You understand that investment decisions made for your Program Account pursuant to this Agreement are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable and may subject the conditions set forth belowProgram Account to overall investment losses. In addition to any other remedy available under applicable law, the Trust agrees you agree to indemnify indemnify, defend and hold harmless FSC each of Primerica Advisors, its affiliates, and each persontheir respective shareholders, if anytrustees, who controls FSC within the meaning of Section 15 of the 1933 Act directors, officers, employees, agents and Section 20 of the 1934 Act representatives, from and against any and all loss, liabilityinjury, claim, damage and damage, other liability, cost or expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigatingincluding, preparing or defending against any litigationwithout limitation, commenced or threatenedreasonable attorneys’ fees) (collectively, “Losses”) asserted against, or any claim whatsoever) incurred or suffered by, such party arising out of or based upon any untrue statement relating to: (1) a breach of your obligations, covenants or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended representations and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares warranties under or in connection with the Registration Statementthis Agreement; (2) a violation of applicable law by you; (3) your gross negligence or willful misconduct; (4) any obsolete, Prospectuses, incomplete or SAIs. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, but only with respect to statements inaccurate information provided by you or omissions, if any, made in the Registration Statement, including any Prospectus, SAIon your behalf, or any amendment omission that, had it been provided, would have been material to your Investment Profile; or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case (5) any action taken or not taken pursuant to an express instruction from you. You agree that neither Primerica nor its Advisors shall be brought against responsible or otherwise liable for any consequential, incidental, special or punitive damages, whether or not any of them were advised (or were otherwise aware) of the Trust possibility of such damages. Notwithstanding the foregoing or any other person so indemnified based on provision to the Registration Statement or contrary in this Agreement, nothing in this Agreement shall constitute a waiver of any Prospectus, SAIof your rights, or relieve Primerica or its respective shareholders, trustees, directors, officers, employees and agents, from any amendment liability under ERISA or supplement thereof, applicable state and with respect to which indemnity may federal securities laws. Primerica Advisors shall each be sought against FSC, FSC shall have the rights and duties given responsible as a fiduciary under ERISA only to the Trust, and the Trust and each other person so indemnified shall have the rights and extent that it has undertaken fiduciary duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement, and you acknowledge that you retain or have assigned all other investment management responsibility. The provisions of this Section 15 shall survive termination of this Agreement.

Limitations of Liability Indemnification. a. FSC shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth below, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoeverA) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust The Advisor shall not be liable for any settlement error of judgment or mistake of law or for any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of loss suffered by the commencement of Company or by any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons Fund in connection with the issue and sale of Shares or in connection with the Registration Statementmatters to which this Agreement relates, Prospectuses, or SAIs. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 except a loss resulting from a breach of the 1933 Act, but only Advisor's fiduciary duty with respect to statements the receipt of compensation for services or omissions, if any, made in a loss resulting from the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of Advisor's willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee or agent of the Advisor, who may be or become an officer, director, employee or agent of the Company, shall be deemed when rendering services to the Company or to any Fund, or acting on any business of the Company or of any Fund (other than services or business in connection with the Advisor's duties as Advisor hereunder or under any other agreement with the Company), to be rendering such services to or acting solely for the Company or Fund and not as an officer, director, employee or agent or one under the control or direction of such person the Advisor even though paid by the Advisor. (B) The Company shall indemnify and hold harmless the Advisor from and against all liabilities, damages, costs and expenses that the Advisor may incur in connection with any action, suit, investigation or proceeding arising out of or otherwise based on any action actually or allegedly taken or omitted to be taken by the Advisor with respect to the performance of its duties or obligation hereunder or otherwise as an investment adviser of the Company and the Funds; provided, however, that the Advisor will not be entitled to indemnification with respect to any liability to the Company or its shareholders by reason of the Advisor's breach of fiduciary duty with respect to the receipt of compensation for services or the willful misfeasance, bad faith or negligence on the part of the Advisor in the performance of its duties, or by reason of the Advisor's reckless disregard by such person of the its obligations and duties of such person under this Agreement. (C) The Advisor acknowledges and agrees that the Declaration of Trust of the Company provides that the Trustees of the Company and the officers of the Company executing this Agreement on behalf of the Company shall not be personally bound hereby or liable hereunder, nor shall resort be had to their private property or the private property of the shareholders of the Company for the satisfaction of any claim or obligation under this Agreement.

Limitations of Liability Indemnification. a. FSC (A) The Advisor shall not exercise its best judgment in rendering the services to be liable provided to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth belowFunds hereunder. However, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust Advisor shall not be liable for any settlement error of judgment or mistake of law or for any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of loss suffered by the commencement of Company or by any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons Fund in connection with the issue and sale of Shares or in connection with the Registration Statementmatters to which this Agreement relates, Prospectuses, or SAIs. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 except a loss resulting from a breach of the 1933 Act, but only Advisor's fiduciary duty with respect to statements the receipt of compensation for services or omissions, if any, made in a loss resulting from the Registration Statement, including any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of Advisor's willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee or agent of the Advisor, who may be or become an officer, director, employee or agent of the Company, shall be deemed when rendering services to the Company or to any Fund, or acting on any business of the Company or of any Fund (other than services or business in connection with the Advisor's duties as Advisor hereunder or under any other agreement with the Company), to be rendering such services to or acting solely for the Company or Fund and not as an officer, director, employee or agent or one under the control or direction of such person the Advisor even though paid by the Advisor. (B) The Company shall indemnify and hold harmless the Advisor from and against all liabilities, damages, costs and expenses that the Advisor may incur in connection with any action, suit, investigation or proceeding arising out of or otherwise based on any action actually or allegedly taken or omitted to be taken by the Advisor with respect to the performance of its duties or obligations hereunder or otherwise as an investment adviser of the Company and the Funds; provided, however, that the Advisor will not be entitled to indemnification with respect to any liability to the Company or its shareholders by reason of the Advisor's breach of fiduciary duty with respect to the receipt of compensation for services or the willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of its duties, or by reason of the Advisor's reckless disregard by such person of the its obligations and duties of such person under this Agreement. (C) Subject to paragraph (B), the Company shall also indemnify and hold harmless the Advisor to the extent the Advisor may be required to indemnify any Sub-Advisor pursuant to the terms of any sub-advisory agreement. Further, except as set forth in paragraph (A), the Advisor shall not be liable for any act or omission of any Sub-Adviser. (D) The Advisor shall indemnify and hold harmless the Company from and against all liabilities, damages, costs and expenses that the Company may incur in connection with any action, suit, investigation or proceeding arising out of or otherwise based on any action actually taken or omitted to be taken by the Advisor with respect to the performance of its duties or obligations hereunder or otherwise as an investment adviser of the Company, to the extent such liability, damage, cost or expense results from the Advisor's breach of fiduciary duty with respect to the receipt of compensation for services or the willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of its duties, or from the Advisor's reckless disregard of its obligations and duties under this Agreement.

Limitations of Liability Indemnification. a. FSC shall not be liable to You understand that none of Primerica Advisors, the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard Asset Managers nor TDAI guarantee: (1) the future performance of the duties imposed by Program Account; (2) any specific level of performance; (3) the success of any investment decision or investment strategy used; (4) the success of the overall management of the Program Account; or (5) that any particular person will provide the services to be provided under this Agreement. b. Subject . You understand that investment decisions made for your Program Account pursuant to this Agreement are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable and may subject the conditions set forth belowProgram Account to overall investment losses. In addition to any other remedy available under applicable law, the Trust agrees you agree to indemnify indemnify, defend and hold harmless FSC each of Primerica Advisors, its affiliates, and each persontheir respective shareholders, if anytrustees, who controls FSC within the meaning of Section 15 of the 1933 Act directors, officers, employees, agents and Section 20 of the 1934 Act representatives, from and against any and all loss, liabilityinjury, claim, damage and damage, other liability, cost or expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigatingincluding, preparing or defending against any litigationwithout limitation, commenced or threatenedreasonable attorneys’ fees) (collectively, “Losses”) asserted against, or any claim whatsoever) incurred or suffered by, such party arising out of or based upon any untrue statement relating to: (1) a breach of your obligations, covenants or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended representations and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares warranties under or in connection with the Registration Statementthis Agreement; (2) a violation of applicable law by you; (3) your gross negligence or willful misconduct; (4) any obsolete, Prospectuses, incomplete or SAIs. c. FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, but only with respect to statements inaccurate information provided by you or omissions, if any, made in the Registration Statement, including any Prospectus, SAIon your behalf, or any amendment omission that, had it been provided, would have been material to your Investment Profile; or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case (5) any action taken or not taken pursuant to an express instruction from you. You agree that neither Primerica nor its Advisors shall be brought against responsible or otherwise liable for any consequential, incidental, special or punitive damages, whether or not any of them were advised (or were otherwise aware) of the Trust possibility of such damages. Notwithstanding the foregoing or any other person so indemnified based on provision to the Registration Statement or contrary in this Agreement, nothing in this Agreement shall constitute a waiver of any Prospectus, SAIof your rights, or relieve Primerica or its respective shareholders, trustees, directors, officers, employees and agents, from any amendment liability under ERISA or supplement thereof, applicable state and with respect to which indemnity may federal securities laws. Primerica Advisors shall each be sought against FSC, FSC shall have the rights and duties given responsible as a fiduciary under ▇▇▇▇▇ only to the Trust, and the Trust and each other person so indemnified shall have the rights and extent that it has undertaken fiduciary duties given to FSC by the provisions of subsection (a) above. d. Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement, and you acknowledge that you retain or have assigned all other investment management responsibility. The provisions of this Section 15 shall survive termination of this Agreement.