Common use of Limitations on Liability Clause in Contracts

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS Owner Trustee will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith in reliance which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on any instruction believed by it in good faith the Notes or amounts distributable to have been authorized by an authorized person.the holder of the Residual Interest; (iii) CFS shall have no responsibility and shall the Owner Trustee will not be without liability liable for any loss (A) the validity or damage caused sufficiency of this Agreement, (B) the due execution of this Agreement by the failure Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to provide CFS with any information.generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall Owner Trustee will not be liable for the errors of other service providers default or misconduct of the TrustServicer, including the errors Administrator, the Depositor, the holder of pricing services (other than to pursue all reasonable claims against the pricing service based on Residual Interest or the pricing services’ standard contracts entered into Indenture Trustee under the Transaction Documents or for any action taken by CFS) and errors the Indenture Trustee, the Administrator or the Servicer in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission the name of trade information).the Owner Trustee; (viiiv) CFS the Owner Trustee will not be responsible or liable for any special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage arising from the misuse or sharing of online access by any authorized person and regardless of the Trust who has been issued a User ID by CFS.form of action; or (ixvi) Except as expressly provided the Owner Trustee will not be responsible or liable for a failure or delay in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective performance of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided its obligations under this Agreement. CFS disclaims any warranty Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of title war, terrorism, civil or non-infringement except military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as otherwise set forth in this Agreementsoon as practicable under the circumstances.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS Owner Trustee will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith in reliance which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on any instruction believed by it in good faith the Notes or amounts distributable to have been authorized by an authorized person.the holder of the Residual Interest; (iii) CFS shall have no responsibility and shall the Owner Trustee will not be without liability liable for any loss (A) the validity or damage caused sufficiency of this Agreement, (B) the due execution of this Agreement by the failure Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to provide CFS with any information.generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall Owner Trustee will not be liable for the errors of other service providers default or misconduct of the TrustServicer, including the errors Administrator, the Depositor, the holder of pricing services (other than to pursue all reasonable claims against the pricing service based on Residual Interest or the pricing services’ standard contracts entered into Indenture Trustee under the Transaction Documents or for any action taken by CFS) and errors the Indenture Trustee, the Administrator or the Servicer in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission the name of trade information).the Owner Trustee; (viiiv) CFS the Owner Trustee will not be responsible or liable for any special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage arising from the misuse or sharing of online access by any authorized person and regardless of the Trust who has been issued a User ID by CFS.form of action; or (ixvi) Except as expressly provided the Owner Trustee will not be responsible or liable for a failure or delay in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective performance of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided its obligations under this Agreement. CFS disclaims any warranty Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of title war, terrorism, civil or non-infringement except military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as otherwise set forth in this Agreementsoon as practicable under the circumstances.

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, CFS shall not be liable to the Trust or any shareholder of the Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Trust is less than or equal to $10. Any loss for which CFS is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Trust or not. For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the Fund’s fiscal year shall be netted. (ix) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ixx) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or gross negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS Owner Trustee will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the Certificateholders, the Administrator or the Servicer or (B) in good faith in reliance which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to gross negligence; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest or Make-Whole Payments on any instruction believed by it in good faith the Notes or amounts distributable to have been authorized by an authorized person.the Certificateholders; (iii) CFS shall have the Owner Trustee will not be liable for and makes no responsibility and shall be without liability for any loss representations as to (A) the validity or damage caused sufficiency of this Agreement, (B) the due execution of this Agreement by the failure Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents or related documents, (E) the legality, validity and enforceability of the Certificates or the Notes, (F) the perfection and priority of a security interest created in the Receivables or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to provide CFS with any information.generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the Certificateholders under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) CFS is the Owner Trustee will not responsible have any responsibility or liability for or with respect to (A) the actslegality, omissions, defaults or insolvency validity and enforceability of any third party includingReceivable, but not limited to(B) the existence and ownership of any Receivable, (C) the existence and contents of any investment advisersdevice payment plan agreement or any computer or other record thereof, custodians, intermediaries (D) the completeness of any device payment plan agreement or non-discretionary subcontractors.(E) the performance or enforcement of any device payment plan agreement; (v) CFS shall the Owner Trustee will not have no any responsibility or liability for or with respect to the management compliance by the Issuer with any covenant or the breach by the Issuer of any warranty or representation made under this Agreement or in any related document and the investments accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement.thereof; (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall Owner Trustee will not be liable for the errors default or misconduct of other service providers or acts or omissions of the TrustServicer, including the errors Administrator, the Depositor, any Certificateholder, the Indenture Trustee or the Asset Representations Reviewer under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of pricing services the Owner Trustee and the Owner Trustee shall have no obligations to perform any of the duties of or to monitor the performance by the Issuer, the Servicer, the Indenture Trustee, the Administrator, the Asset Representations Reviewer or any other Person; provided that, to the extent a Responsible Person of the Owner Trustee has actual knowledge of a breach of a representation, warranty or covenant of any party, the Owner Trustee shall notify such party of the breach; (other than vii) the Owner Trustee shall not be accountable for (A) the use or application by the Depositor of the proceeds of the sale of the Notes, (B) the use or application by the Certificateholders of the Certificates or the proceeds of the Certificates, (C) the use or application by the holder of any Notes of any of the Notes or of the proceeds of such Notes, or (D) the use or application of any funds paid to pursue all reasonable claims against the pricing service based on Servicer in accordance with the pricing services’ standard contracts entered into by CFS) Transfer and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)Servicing Agreement. (viii) CFS the Owner Trustee will not be responsible or liable for any special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage arising from the misuse or sharing of online access by any authorized person and regardless of the Trust who has been issued a User ID by CFS.form of action; or (ix) Except as expressly provided the Owner Trustee will not be responsible or liable for a failure or delay in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective performance of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided its obligations under this Agreement. CFS disclaims any warranty Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of title war, terrorism, civil or non-infringement except military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; and the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as otherwise set forth in this Agreementsoon as practicable under the circumstances.

Limitations on Liability. 10.1.1 TA shall not be held accountable or liable to the Fund, or any third party if TA is unable to perform its responsibilities in accordance with this Agreement as a result of (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and any errors in the Exhibits and Schedules Services based upon or arising out of information received in a timely or untimely manner by TA either (a) from a source which TA was authorized to rely upon pursuant to a relevant Schedule hereto, or (b) from a source which in TA’s reasonable judgment was as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages an appropriate source for which the other party may become responsible hereunder. such information, (ii) CFS relevant information known to the Fund which would impact the Services but which is not communicated by the Fund or its agent to TA, or (iii) the suspension, discontinuance or termination of the transmission of information by information providers for any reason, provided TA shall have no responsibility made reasonable commercial efforts to reviewprocure such transmission. The Fund hereby acknowledges and agrees that TA shall neither guarantee nor make any warranties whatsoever, confirm or otherwise assume any duty with respect to the accurateness sources referenced above and to the accuracy or completeness of their information. 10.1.2 The Fund acknowledges and agrees that nothing herein is intended to diminish the responsibility of third parties, including without limitation, its clients, custodian banks, brokers, and pricing and administrative agents, under their respective contractual and/or business arrangements with the Fund. 10.1.3 TA shall incur no liability with respect to any instruction telecommunications, equipment or power failures, or any other failures to perform or delays in performance by postal or courier services or third-party information it receives from a Fundproviders. 10.1.4 TA shall in no event be required to advance or expend its own funds in connection with the services provided hereunder, or take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. 10.1.5 The Fund shall review the Services performed by TA under this Agreement promptly and periodically and shall be without liability for notify TA of any loss improper performance, discrepancy or damage suffered by a error therein. Unless the Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization provides written notice of any such instruction discrepancy or other error within a reasonable time after such information. For Services are performed, the avoidance of doubt, CFS Services shall not be deemed to have met the duties and standards set forth herein. 10.1.6 In no event shall the TA be liable and for the acts or omission of the CNS Clearing Process, DTC, NSCC or any securities depository, clearing corporation, exchange or communications service. 10.1.7 Without limiting the generality of any of the foregoing provisions, in no event shall TA be indemnified by the Trust liable for any action taken taxes, penalties, fines, costs, charges or omitted by it fees imposed on the Fund in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personconnection with the Services hereunder unless otherwise agreed between the Parties. (iii) CFS 10.1.8 In no event shall have no responsibility and shall TA be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsproviding investment management services or advice or legal advice under this Agreement, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS nor shall have no responsibility TA be liable for the investment management of the investments services and advice received or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance given by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or the legal advice received by the Fund from its counsel or other legal counsel. 10.1.9 Without limiting the generality of any other term or condition of the original documentsforegoing provisions, operating documents, policies and procedures or registration statement. Further, CFS the TA shall have no liability to the Trust for any loss or damage suffered damages arising out of (i) the failure of any Authorized Participant to perform its obligations under a Participant Agreement (“Participant Agreement” defined for this purpose as any Participant Agreement between the Distributor and an Authorized Participant acknowledged by the Trust as a result Administrator); (ii) activities or statements of sales or wholesaler personnel who are employed by any distributor (or its affiliates); or (iii) the failure of any breach of Authorized Participant to deposit with the investment policiesCustodian sufficient collateral, objectivesor to provide additional collateral upon request by the TA, guidelines in connection with the monitoring services provided for herein on Schedule III; or restrictions applicable to the Trust or (b) any misstatement or omission errors in the registration statement. (vi) Except as set forth in computation of collateral requirements based upon or arising out of quotations or information received by the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising TA from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust Fund’s accounting agent or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementsource on which the TA reasonably relies.

Limitations on Liability. (ia) CFS The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any such certificate, instrument, opinion, notice, letter, telegram or other document; provided, however, that, if the form thereof is responsible prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Agent or (b) the verbal instructions of the Agent, and no party shall have any right of action whatsoever against the Collateral Custodian as a result of the Collateral Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) Neither the Collateral Custodian nor any of its directors, officers, agents, or employees shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the negligent performance of its duties in taking and Schedules as they may retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (a) and (b) of Section 18.7 shall constitute negligence. The Collateral Custodian shall not be amended from time obligated to time. CFS will have no implied duties take any legal action hereunder that might in its judgment involve any expense or obligations. Each party liability unless it has been furnished with an indemnity reasonably satisfactory to the Agreement shall mitigate damages for which the other party may become responsible hereunderit. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction of the Collateral. (e) The Collateral Custodian shall have no duties or any other information it receives from a Fund, responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for implied in this Agreement against the Collateral Custodian. The duties, obligations and responsibilities of the Collateral Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Collateral Custodian. Any permissive right of the Collateral Custodian to take any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS action hereunder shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personconstrued as a duty. (iiif) CFS The Collateral Custodian shall have not be required to expend or risk its own funds in the performance of its duties hereunder. In no responsibility and event shall the Collateral Custodian be without liability liable for any loss failure or damage caused by delay in the failure performance of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsits obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Collateral Manager and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Collateral Manager or the Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Agent. In no event shall the Collateral Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) Beyond the safekeeping of the Collateral Obligation Files in accordance with Article XVIII, the Collateral Custodian shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementrights pertaining thereto. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS The Collateral Custodian shall not be liable or responsible for any failure misconduct, negligence or loss or diminution in the value of any of the Fund to comply with Collateral, by reason of the act or omission of any lawscarrier, regulations forwarding agency or other applicable requirements thereofagent, attorney or bailee selected by the Collateral Custodian in good faith and with due care hereunder. (viij) CFS shall not be liable for the errors of other service providers Each of the Trustprotections, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) reliances, indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Collateral Custodian.

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, CFS shall not be liable to the Trust or any shareholder of the Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Trust is less than or equal to $25.00. Any loss for which CFS is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Trust or not. For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the Fund’s fiscal year shall be netted. (ix) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ixx) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS It is responsible understood that the Escrow Agent shall incur no liability, except for acts of gross negligence or willful misconduct. None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds or otherwise incur any liability in the performance of only those its duties as are expressly set forth herein and in under this Agreement. The Escrow Agent shall incur no liability if it becomes illegal or impossible to carry out any of the Exhibits and Schedules as they may provisions herein. The Escrow Agent shall not be amended from time required to time. CFS will have no implied duties take or obligations. Each party be bound by notice of default of any person, or to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume take any duty action with respect to such default involving any expense or liability, unless written notice of such default is given to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered Escrow Agent by a Fund the undersigned or any of them, and unless the Escrow Agent is indemnified in a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any manner satisfactory to it against such instruction expense or other such informationliability. For the avoidance of doubt, CFS The Escrow Agent shall not be liable and shall be indemnified to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document believed by the Trust Escrow Agent to be signed by the proper party or parties. The Escrow Agent will be entitled to treat as genuine and as the document it purports to be any letter, paper, fax or other document furnished or caused to be furnished to the Escrow Agent. The Escrow Agent shall have no liability with respect to any good faith action taken or allowed by it hereunder, except for acts of gross negligence or willful misconduct. The Escrow Agent shall not be liable for any action error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, except for acts of gross negligence or willful misconduct, or for anything which it may do or refrain from doing in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS connection herewith, and the Escrow Agent shall have no responsibility duties to anyone except those signing this Agreement. The Escrow Agent may consult with legal counsel in the event of any dispute or questions as to the interpretation or construction of this Agreement or the Escrow Agent's duties hereunder. In addition, the Escrow Agent shall incur no liability and shall be without liability fully protected in acting in accordance with the opinion and instructions of counsel, except for acts of gross negligence or willful misconduct. In the event of any disagreement between the undersigned or any person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or for any loss money involved herein or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits heretoeffected hereby, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty Escrow Agent shall be entitled at its option to monitor compliance and CFS shall not be liable for any failure of the Fund refuse to comply with any lawssuch claims or demands, regulations or other applicable requirements thereof. (vii) CFS so long as such disagreement shall continue, and in so doing the Escrow Agent shall not be or become liable for damages or interest to the errors undersigned or any of other service providers of the Trustthem, including the errors of pricing services (other than or to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided named in this Agreement, CFS hereby disclaims all representations for its refusal to comply with such conflicting or adverse demands and warranties, express the Escrow Agent shall be entitled to continue so to refrain and refuse so to act until (i) the rights of the adverse claimants have been finally adjudicated in a court or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except by arbitration as otherwise set forth below assuming and having jurisdiction of the parties and the property involved herein and affected hereby; or (ii) all differences have been adjudicated by agreement and the Escrow Agent has been notified thereof in this Agreementwriting by all of the persons interested.

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-non- discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Property (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended provided, however, that if Landlord from time to timetime is lessee of the ground or improvements constituting the Building, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). CFS will have no implied duties Upon any sale or obligations. Each party transfer of the Building (or Landlord’s interest as ground lessee, as applicable), the transferor Landlord (including any mortgagee) shall be freed of any liability or obligation thereafter arising to the Agreement extent that such liabilities and obligations are assumed by such transferee and, thereafter, Tenant shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect look solely to the accurateness transferee Landlord as aforesaid for satisfaction of such liability or completeness of any instruction or any other information it receives obligation. Tenant and each person acting under Tenant agrees to look solely to Landlord’s interest from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith time to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission time in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the TrustProperty, including the errors rents, insurance proceeds and condemnation proceeds therefrom, for satisfaction of pricing services any claim against Landlord. No owner, trustee, beneficiary, partner, member, manager, agent, or employee of Landlord (other than or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to pursue all reasonable claims against Tenant or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease or the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not Premises; nor shall it or they ever be responsible answerable or liable for in any loss equitable judicial proceeding or damage arising from order beyond the misuse extent of their interest in the Property. No owner, trustee, beneficiary, partner, member, manager, agent or sharing employee of online access by Tenant nor any authorized person acting under any of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express them shall ever be personally or implied, made individually liable to the Trust Landlord or any other person, including, without limitation, any warranties regarding quality, suitability person acting under or otherwise (irrespective through Landlord for or on account of any course default by Tenant or failure by Tenant to perform any of dealing, custom its obligations that may be or usage of trade), become due under or in connection with this Lease or the Premises. No deficit capital account of any services member or any goods provided incidental partner of Landlord shall be deemed to services provided under this Agreement. CFS disclaims any warranty be a liability of title such member or non-infringement except as otherwise set forth in this Agreementpartner or an asset of Landlord.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents or the other Series Related Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or gross negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the date of this Agreement: (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS Owner Trustee will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted not taken by it (A) according to the instructions of the Majority Creditor Representatives, any Indenture Trustee, the Master Collateral Agent, the Depositor, the Certificateholders, the Administrator or the Servicer or (B) in good faith in reliance which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to gross negligence; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents or the other Series Related Documents, including the principal of or interest on any instruction believed by it in good faith the Credit Extensions or amounts distributable to have been authorized by an authorized person.the Certificateholders; (iii) CFS shall have the Owner Trustee will not be liable for and makes no responsibility and shall be without liability for any loss representations as to (A) the validity or damage caused sufficiency of this Agreement, (B) the due execution of this Agreement by the failure Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents or the other Series Related Documents or any related documents, (E) the legality, validity and enforceability of the Certificates or any Credit Extensions, (F) the perfection and priority of a security interest created in the Receivables or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to provide CFS with any information.generate the amounts necessary to make payments to the Creditors under the Trust Financing Agreements or distributions to the Certificateholders under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document or other Series Related Documents (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) CFS is the Owner Trustee will not responsible have any responsibility or liability for or with respect to (A) the actslegality, omissions, defaults or insolvency validity and enforceability of any third party includingReceivable, but not limited to(B) the existence and ownership of any Receivable, (C) the existence and contents of any investment advisersdevice payment plan agreement or any computer or other record thereof, custodians(D) the completeness of any device payment plan agreement, intermediaries or non-discretionary subcontractors.(E) the performance or enforcement of any device payment plan agreement; (v) CFS shall the Owner Trustee will not have no any responsibility or liability for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable respect to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered compliance by the Trust as a result with any covenant or the breach by the Trust of any breach warranty or representation made under this Agreement or in any related document and the accuracy of the investment policies, objectives, guidelines any such warranty or restrictions applicable representation prior to the Trust Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any misstatement or omission in the registration statement.breach thereof; (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall Owner Trustee will not be liable for the errors default or misconduct of or acts or omissions of the Servicer, the Administrator, the Depositor, any Certificateholder, the Asset Representations Reviewer or the Master Collateral Agent under the Transaction Documents or the other service providers Series Related Documents or for any action taken by the Master Collateral Agent, the Administrator or the Servicer in the name of the Owner Trustee, and the Owner Trustee shall have no obligations to perform any of the duties of or to monitor the performance by the Trust, including the errors Servicer, the Master Collateral Agent, the Administrator, the Asset Representations Reviewer or any other Person; provided that, to the extent a Responsible Person of pricing services the Owner Trustee has actual knowledge of a breach of a representation, warranty or covenant of any party, the Owner Trustee shall notify such party of the breach; (other than vii) the Owner Trustee shall not be accountable for (A) the use or application by the Depositor of the proceeds of the sale of any Notes or the borrowings under any Loans, (B) the use or application by the Certificateholders of the Certificates or the proceeds of the Certificates, (C) the use or application by the holder of any Credit Extensions of any of the Credit Extensions or of the proceeds of such Credit Extensions, or (D) the use or application of any funds paid to pursue all reasonable claims against the pricing service based on Servicer in accordance with the pricing services’ standard contracts entered into by CFS) Transfer and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)Servicing Agreement. (viii) CFS the Owner Trustee will not be responsible or liable for any special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage arising from the misuse or sharing of online access by any authorized person and regardless of the Trust who has been issued a User ID by CFS.form of action; or (ix) Except as expressly provided the Owner Trustee will not be responsible or liable for a failure or delay in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective performance of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided its obligations under this Agreement. CFS disclaims any warranty Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of title war, terrorism, civil or non-infringement except military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; and the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as otherwise set forth in this Agreementsoon as practicable under the circumstances.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the negligent performance of its duties in taking and Schedules as they may be amended from time retaining custody of the Collateral Obligation Files; provided that the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to time. CFS will have no implied duties or obligations. Each party to produce an original promissory note satisfying the Agreement conditions described in clauses (a) and (b) of Section 18.7 shall mitigate damages for which the other party may become responsible hereunderconstitute gross negligence. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationCollateral Custodian. (ivf) CFS is The Collateral Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Administrative Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure Each of the Fund to comply with any lawsprotections, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trustreliances, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Collateral Custodian.

Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS Owner Trustee will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted not taken by it in good faith in reliance according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on any instruction believed by it in good faith the Notes or amounts distributable to have been authorized by an authorized person.the holder of the Residual Interest; (iii) CFS shall have no responsibility and shall the Owner Trustee will not be without liability liable for any loss (A) the validity or damage caused sufficiency of this Agreement, (B) the due execution of this Agreement by the failure Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to provide CFS with any information.generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall Owner Trustee will not be liable for the errors of other service providers default or misconduct of the TrustServicer, including the errors Administrator, the Depositor, the holder of pricing services (other than to pursue all reasonable claims against the pricing service based on Residual Interest or the pricing services’ standard contracts entered into Indenture Trustee under the Transaction Documents or for any action taken by CFS) and errors the Indenture Trustee, the Administrator or the Servicer in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission the name of trade information).the Owner Trustee; (viiiv) CFS the Owner Trustee will not be responsible or liable for any special, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage arising from the misuse or sharing of online access by any authorized person and regardless of the Trust who has been issued a User ID by CFS.form of action; or (ixvi) Except as expressly provided the Owner Trustee will not be responsible or liable for a failure or delay in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective performance of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided its obligations under this Agreement. CFS disclaims any warranty Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of title war, terrorism, civil or non-infringement except military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as otherwise set forth in this Agreementsoon as practicable under the circumstances.

Limitations on Liability. (i) CFS is 15.1 The Purchaser acknowledges that this Agreement together with any consents contain the entire agreement between the parties, despite anything contained in any brochure, illustration, report, plan or other documents. The Purchaser acknowledges that the Vendor and its agents have made no representations or warranties in regard to the Lot or the Development upon which the Purchaser relies other than those contained in this Agreement and the Purchaser has entered into this Agreement solely in reliance on its own judgement. 15.2 The Purchaser agrees that the Vendor and their agent shall not be responsible in any way for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness correctness or completeness of any instruction advertising or promotional material which the Purchaser may have received or any other information it receives from a Fund, and statements by any agent of the Vendor. 15.3 No claim shall be without made by the Purchaser in respect of this Agreement after the expiry of 12 months from the Settlement Date unless written full and fair particulars of the details of the relevant claim have been served on the Vendor on or before that date. 15.4 The liability for of the Vendor arising from all claims made under this Agreement (taken together) shall be limited to a maximum aggregate amount equal to 10% of the Purchase Price. 15.5 If any loss or damage suffered by a Fund or any person enters into this agreement as trustee of a Fund’s customers as a result trust, then that person warrants that: (a) The person has power to enter into this agreement under the terms of CFS’s reasonable reliance on and utilization the trust; (b) The person has properly signed this agreement in accordance with the terms of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall trust; (c) The person has the right to be indemnified by from the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust trust and that right has not been lost or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance impaired by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition an action of that person including entry into this agreement; and (d) All of the original documents, operating documents, policies and procedures persons who are trustees of the trust have approved entry into this agreement. 15.6 If any person enters into this agreement as trustee of a trust then if that person has no right to or registration statement. Further, CFS shall have no liability to interest in any assets of the Trust for any loss or damage suffered by the Trust trust except in that person’s capacity as a result of any breach trustee of the investment policiestrust, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS persons liability under this agreement will not be responsible or liable for any loss or damage arising personal and unlimited but will be limited to the actual amount recoverable from the misuse or sharing of online access by any authorized person assets of the Trust who trust from time to time (“the limited amount”). If the right of that person to be indemnified from the trust assets has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreementlost or impaired, CFS hereby disclaims all representations and warranties, express or implied, made that person’s liability will become personal but limited to the Trust or extent of that part of the limited amount which cannot be recovered from any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationCollateral Custodian. (ivf) CFS is The Collateral Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure Each of the Fund to comply with any lawsprotections, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trustreliances, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Collateral Custodian.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the grossly negligent performance of its duties in taking and Schedules as they may be amended from time retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to time. CFS will have no implied duties or obligations. Each party to produce an original promissory note satisfying the Agreement conditions described in clauses (a) and (b) of Section 18.7 shall mitigate damages for which the other party may become responsible hereunderconstitute negligence. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationCollateral Custodian. (ivf) CFS is The Collateral Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of a Facility Termination Event or the Facility Termination Date, request instructions from the Investment Manager and may, after the occurrence of a Facility Termination Event or the Facility Termination Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Investment Manager or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Administrative Agent. In no event shall the Collateral Custodian be liable for special, indirect or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure Each of the Fund to comply with any lawsprotections, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trustreliances, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Collateral Custodian.

Limitations on Liability. (i) CFS is responsible Notwithstanding anything herein to the contrary, neither the Manager nor any member, manager, director, officer, employee, shareholder or agent of the Manager shall be under any liability to the Obligors or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Manager against any liability to the Obligors, the Servicer or the Indenture Trustee for the material breach of a representation or warranty made by the Manager herein or against any liability which would otherwise be imposed on the Manager solely attributable to the Manager’s fraud, gross negligence or willful misconduct in the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible Services hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect Notwithstanding anything herein to the accurateness or completeness of any instruction or contrary, no party will be liable to any other information it receives for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from a Fundthe relationship of the parties or the conduct of business under, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubtbreach of, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personthis Agreement. (iii) CFS shall Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have no responsibility and at law, in equity, or by statute, any liability of an Obligor to the Manager shall be without satisfied only from such Obligor’s interest in the Tenant Site Assets, the Tenant Leases, the Asset Agreements, the Insurance Policies and the proceeds thereof, and then only to the extent that such Obligor has funds available to satisfy such liability for in accordance with the Indenture, the Cash Management Agreement and the other Transaction Documents, (any loss or damage caused by such available funds being hereinafter referred to as “Available Funds”). In the failure event the Available Funds of an Obligor are insufficient to pay in full any such liabilities of an Obligor, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Obligor unless and until a proceeding of the Trust to provide CFS with type described in Section 26(j) is commenced against such Obligor by a party other than the Manager or any informationof its Affiliates. (iv) CFS is not responsible No officer, director, employee, agent, shareholder, member, manager or Affiliate of any Obligor or the Manager (except, in the case of an Obligor, for Affiliates that are also Obligors hereunder) shall in any manner be personally or individually liable for the acts, omissions, defaults or insolvency obligations of any third party including, but not limited to, Obligor or the Manager hereunder or for any investment advisers, custodians, intermediaries claim in any way related to this Agreement or non-discretionary subcontractorsthe performance of the Services. (v) CFS The provisions of this Section 26(f) shall have no responsibility for survive the management expiration or earlier termination of the investments this Agreement (whether in whole or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade informationpart). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS Client acknowledges that PTC is not a bank or credit reporting institution. PTC is responsible only for the performance of only those duties as are expressly set forth herein providing data transmission to effect or direct certain payment authorizations for Client and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency result of any third party includingcredit inquiry, but not limited to, any investment advisers, custodians, intermediaries the operation of web sites of ISPs or non-discretionary subcontractors. (v) CFS shall have no responsibility for Financial Institutions or the management availability or performance of the investments Internet or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss damages or damage suffered by the Trust costs Client suffers or incurs as a result of any breach of instructions given, actions taken or omissions made by Client, Client’s financial processor(s), Clients Financial Institutions or any ISP. IN NO EVENT WILL PTC’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID TO PTC BY CLIENT HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES. IN NO EVENT WILL PTC OR LICENSORS HAVE ANY LIABILITY TO CLIENT OR ANY OTHER PARTY FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OR ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT PTC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Notwithstanding the investment policiesabove, objectives, guidelines or restrictions applicable the limitations set forth shall be enforceable to the Trust or any misstatement or omission in the registration statementmaximum extent allowed by applicable law. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible The Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document or electronic communication delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Document Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of (x) prior to the occurrence of an Event of Default or a Servicer Event of Default, the Servicer or (y) at all times, the Agent or (b) the verbal instructions of (x) prior to the occurrence of an Event of Default or a Servicer Event of Default, the Servicer or (y) at all times, the Agent. (b) The Document Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Document Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Document Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Document Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS shall have no responsibility The duties, obligations and responsibilities of the Document Custodian shall be without liability for any loss or damage caused determined solely by the failure express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, Document Custodian. Any permissive right of the Trust Document Custodian to provide CFS with take any informationaction hereunder shall not be construed as a duty. (ivf) CFS is The Document Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Document Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Document Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Agent, as applicable. The Document Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable (x) prior to the Fund occurrence of an Event of Default or any other term a Servicer Event of Default, the Servicer or condition of (y) at all times, the original documentsAgent. In no event shall the Document Custodian be liable for special, operating documentsindirect, policies and procedures punitive, incidental or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Document Custodian has been advised of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations likelihood of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any such loss or damage arising from the misuse or sharing of online access by any authorized person and regardless of the Trust who has been issued a User ID by CFSform of action. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS is responsible for The Customer hereby releases the performance of only those duties as are expressly set forth herein Company and in agrees to hold the Exhibits and Schedules as they may be amended Company harmless from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without all liability for any loss loss, damage or injury to person or property unless such loss, damage suffered or injury is solely caused by a Fund or any the gross negligence of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationAPS. For Without limitation, the avoidance of doubt, CFS Company shall not be liable and shall be indemnified by the Trust for any action taken parts or omitted by it in good faith in reliance on any instruction believed by it in good faith labor due to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party includingabnormal conditions such as, but not limited to, water damage, freezing, floods, hurricanes, tropical storms, fires, wars, any investment advisersact of God, custodianslack of access to the property, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments power failures, or any other assets of damages incurred by Customer delays or failure to request service that is beyond the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementCompany’s control. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS APS will not be held responsible or liable for any loss system failures due to excessive debris in or damage arising from around the misuse generator unit: such debris being, but not limited to, sawdust, insulation, rodent or sharing of online access by animal infestation, excessive pet hair, vegetation, landscaping, stored materials, any authorized person of materials that block airflow around the Trust who has been issued a User ID by CFS. unit, etc. THE CUSTOMER SPECIFICALLY AGREES AND COVENANTS THAT IN NO EVENT SHALL THE LIABILITY OF APS FOR LOSS, DAMAGE OR INJURY TO PERSON OR PROPERTY EXCEED AN AMOUNT EQUAL TO THE CHARGE TO THE CUSTOMER FOR THE 1 YEAR PERIOD OF SERVICE DURING WHICH SUCH LOSS, DAMAGE OR INJURY OCCURS, AND IN ANY EVENT, THE CUSTOMER AGREES AND COVENANTS THAT SUCH LIABILITY OF THE COMPANY SHALL NEVER EXCEED THE MAXIMUM SUM OF ONE THOUSAND (ix$1,000) Except as expressly provided in this AgreementDOLLARS. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, CFS hereby disclaims all representations and warrantiesINCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DOWN TIME, OR ANY DAMAGES OTHER THAN THOSE PROVIDED FOR ABOVE. The Company provides no warranty, express or impliedimplied other than that provided by the manufacturer, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims including any warranty of title as to merchantability or non-infringement except as otherwise set forth in this Agreement.fitness for a particular purpose. Initial Here

Limitations on Liability. (i) CFS is responsible for the performance 20.1. You acknowledge and agree that You are not relying on any oral or written representation, statement or understanding made or given by any of only those duties Our employees, agents, sub-contractors or representatives other than as are expressly set forth herein out in these Terms and in Conditions. 20.2. Freeola makes no representations or warranties about the Exhibits and Schedules as they accuracy, completeness or suitability for any purpose of any advertisement or information published by Us or received by You from Us. Such material may be amended from time to timecontain technical inaccuracies or typographical errors. CFS will have no implied duties All liability of Freeola however arising for any such errors or obligations. Each party inaccuracies is expressly excluded to the Agreement shall mitigate damages for which the other party may become responsible hereunderfullest extent permitted by law. (ii) CFS shall have no responsibility to review20.3. Freeola does not exclude or limit its liability in negligence for death or personal injury or for fraud, confirm or otherwise assume in so far as any duty with respect exclusion or limitation of its liability is void, prohibited or otherwise unenforceable by law. Subject to the accurateness or completeness of this Freeola is not liable under any instruction or any other information it receives from a Fund, and shall be without liability circumstances for any loss or damage suffered by a Fund whether direct or indirect which results or may result from Your use of the Freeola Services (including but not limited to corruption or loss of data, defects, delays in transmission, loss of profit and goodwill or any failure or unavailability of a Fund’s customers as a result of CFS’s reasonable the Freeola Services) or for any reliance on and utilization or use of any such instruction information, services or other such informationgoods purchased on or through the Freeola Services. For the avoidance of doubt, CFS Freeola shall not be liable and shall be indemnified by the Trust to You for any action taken act or omitted omission of any other entity furnishing products or services which are required by it in good faith in reliance on any instruction believed by it in good faith You to have been authorized by an authorized personuse the Freeola Services. (iii) CFS shall have no responsibility and shall be without liability for 20.4. Neither Freeola nor any loss of its directors employees or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not representatives will be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising out of or in connection with Your viewing of or Your use of any web site, file, system or program including (without limitation) those published by Us, mentioned by Us, hosted by Us or linked to or from Our web sites or emails. Notwithstanding the misuse or sharing of online access by any authorized person foregoing none of the Trust who has been issued exclusions and limitations in these conditions is intended to limit any rights You may have as a User ID consumer under local law or other statutory rights which may not be excluded. In circumstances where there is a liability but which it is lawful to limit the aggregate liability of Freeola shall not exceed the charges paid to Us by CFSYou. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS BBH shall not be held accountable or liable and shall be indemnified by to the Trust for any action taken Client, or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or if BBH is unable to perform its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund responsibilities in accordance with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust this Agreement as a result of any breach errors in the Services based upon or arising out of information received in a timely or untimely manner by BBH from a source which BBH was authorized to rely upon pursuant to this Agreement, or the suspension, discontinuance or termination of the investment policiestransmission of information by information providers for any reason, objectivesprovided BBH shall have made reasonable commercial efforts to procure such transmission. BBH acknowledges that, guidelines subject to Section 6, it will be responsible for accurately and timely submitting the claims information that it does receive from authorized sources or restrictions applicable that it otherwise already in its possession. The Client hereby acknowledges and agrees that BBH shall neither guarantee nor make any representations and/or warranties with respect to the Trust sources referenced herein or with respect to the accuracy or completeness of the information obtained through such sources or the success of any misstatement or omission in the registration statementclaim. (vib) Except as set forth in In no event shall the exhibits heretoaggregate liability of BBH under this Agreement for all damages, costs or losses of any kind arising at any time during each calendar year exceed the Trust acknowledges total compensation received by BBH under this Agreement for such calendar year, and any such claim paid by BBH shall be applied to the calculation of such aggregate liability for the applicable calendar year; provided, however, that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS foregoing limitation shall not be liable for any failure apply to damages, costs or losses directly resulting from BBH’s willful misconduct, fraud or gross negligence in its performance of the Fund to comply with any laws, regulations or other applicable requirements thereofServices hereunder. (viic) CFS The parties acknowledge that any amount that BBH may agree to pay in response to a claim by the Client for recovery of damages, costs or losses in connection with the Services shall not be liable for applied to the errors of other service providers calculation of the Trustaggregate liability as described above, including the errors of pricing services (other than whether or not BBH acknowledges actual liability therefor. Further, BBH’s aggregate liability referenced above is calculated on a per calendar year basis, and any unused cap space with respect to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered such aggregate liability in any particular calendar year is not rolled into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)subsequent calendar year. (viiid) CFS will not In no event shall BBH be responsible or liable for any indirect, incidental, consequential, or punitive damages, loss of profits, damage to reputation or damage business or any other special damages arising from under or by reason of any provision of this Agreement or for any act or omission hereunder, whether such liability is asserted on the misuse basis of contract, tort or sharing of online access by any authorized person otherwise even if BBH had been advised of the Trust who has been issued a User ID by CFSpossibility of such damages. (ixe) Except as expressly provided in BBH shall incur no liability under this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust Agreement if BBH or any other personagent utilized by BBH shall be prevented, includingforbidden or delayed from performing, without limitationor omits to perform, any warranties regarding qualityact or thing which this Agreement provides shall be performed or omitted to be performed, suitability by reason of causes or otherwise (irrespective of any course of dealing, custom events beyond BBH’s or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementits agent’s reasonable control.

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, CFS shall not be liable to the Trust or any shareholder of the Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Trust is less than or equal to $25. Any loss for which CFS is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Trust or not. For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the Fund’s fiscal year shall be netted. (ix) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ixx) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the grossly negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability for which it in good faith in reliance on any instruction believed by reasonably believes it in good faith will not receive reimbursement or payment as Collateral Custodian Fees and Expenses pursuant to have been authorized by an authorized personSection 8.3. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationCollateral Custodian. (ivf) CFS is The Collateral Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, unless an Event of Default has occurred or is continuing or prior to the Facility Termination Date, request instructions from the Servicer and may, after the occurrence and during the continuance of an Event of Default or after the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure Each of the Fund to comply with any lawsprotections, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trustreliances, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of tradeCollateral Agent in Section 11.3(c), of any services or any goods provided incidental Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Collateral Custodian.

Limitations on Liability. Notwithstanding any other provisions of this Agreement or any of the Transaction Documents to the contrary: (a) No Seller shall have any liability for Section 8.1 Indemnified Claims to the extent (i) CFS is responsible insurance proceeds (including proceeds from title insurance) in respect of such claims are actually received by the Buyer Indemnitees, net of all actual and reasonable expenses incurred by them in recovering such proceeds from the insurance carrier, or (ii) the Buyer Indemnitees actually receive indemnification or recovery of damages from a third party for such claims, net of all reasonable expenses incurred by them in recovering such indemnification or recovery of damages from the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunderthird party. (iib) CFS All amounts paid by or on behalf of the Sellers as indemnification shall be treated as adjustments to the Purchase Price, except as required by applicable Law. (c) The parties shall be entitled to pursue without limitation any rights or remedies they may have no responsibility to review, confirm or otherwise assume any duty with respect to claims based upon fraud or actions that are intended to further the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any commission of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction fraud, whether under this Agreement, at law or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personequity. (iiid) CFS No Seller will have any liability to any Buyer Indemnitee under Section 8.1(a) unless and until the Buyer Indemnitees shall have no responsibility incurred on a cumulative basis Losses exceeding Ten Thousand and 00/100 Dollars ($10,000.00) (the “Basket”), at which point the Sellers shall be without liability jointly and severally liable for any loss or damage caused all Losses incurred by the failure Buyer Indemnitees from the first dollar up to and in excess of the Trust amount of the Basket (such amount intended to provide CFS with be a threshold and not a deductible); provided, however, the Basket shall not apply to any informationLosses incurred or suffered by any of them arising out of or resulting from (i) any breach by any Seller of any Exempt Representations and Warranties or any SOL Representations and Warranties or (ii) claims based upon Sellers’ fraud, fraudulent actions or intentional misrepresentation. (ive) CFS is The Buyer will not responsible have any liability to the Seller Indemnitees under Section 8.2 until the Seller Indemnitees shall have incurred on a cumulative basis Losses exceeding the Basket, at which point the Buyer shall be liable for all Losses incurred by the actsSeller Indemnitees in excess of the amount of the Basket; provided, omissionshowever, defaults the Basket shall not apply to any Losses incurred or insolvency suffered by any of them arising out of or resulting from (i) any breach by Buyer of any third party includingExempt Representation and Warranties or (ii) claims based upon Buyer’s fraud, but not limited to, any investment advisers, custodians, intermediaries fraudulent actions or non-discretionary subcontractorsintentional misrepresentation. (vf) CFS shall have no responsibility for the management The maximum aggregate liability of the investments Sellers to the Buyer Indemnitees with respect to claims under Section 8.1(a) will be limited to an amount equal to Five Hundred Eighty-Seven Thousand Five Hundred and 00/100 Dollars ($587,500) (the “Cap”); provided, however, the Cap shall not apply to any Losses incurred or suffered by any of them and arising out of or resulting from (i) any breach by the Sellers of any Exempt Representations and Warranties or any other assets of the Trust SOL Representations and Warranties, or its customers(ii) claims based upon fraud, and CFS shall have no obligation to review, monitor fraudulent actions or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementintentional misrepresentation. (vig) Except as set forth in The maximum aggregate liability of the exhibits heretoBuyer to the Seller Indemnitees with respect to claims under Section 8.2(a) will be limited to Cap; provided, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS however, such limitation shall not be liable for apply to any failure of the Fund to comply with any laws, regulations Losses incurred or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access suffered by any authorized person of them and arising out of or resulting from (i) any breach by the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations Buyer of any Exempt Representations and warranties, express or implied, made to the Trust Warranties or any other personSOL Representations and Warranties, includingor (ii) claims based upon fraud, without limitation, any warranties regarding quality, suitability fraudulent actions or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementintentional misrepresentation.

Limitations on Liability. (ia) CFS is responsible for Customer acknowledges and agrees that all obligations and liabilities of Mediacom pursuant to or arising out of the performance Agreement, including the Services, are solely obligations of only those duties Mediacom as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereundera limited liability company. (iib) CFS Customer covenants and agrees that Mediacom, each of Mediacom’s affiliates, contractors, subcontractor, licensors and suppliers, each partner, stockholder, member director, officer, employee, agent or representative of any of the foregoing and each successor and assignee of the any of the foregoing (the “Mediacom Parties”) shall not have no responsibility any liability (whether direct or indirect, in contract or tort or otherwise) to reviewCustomer or any other person for any damages, confirm losses, liabilities, fines, penalties, settlement payments, indemnification and contribution payments, costs and expenses, including attorneys’ fees and disbursements and costs and expenses of investigation, defense and settlement of any claim or otherwise assume appeal of decisions or judgments rendered therein or with respect thereto (“Losses”) arising out of or in connection with the Agreement, except for such liability for such Losses directly caused by Mediacom’s gross negligence or willful misconduct, which liability will be subject to the limitations set forth herein. (c) Customer agrees that none of the Mediacom Parties shall be liable to Customer, or any duty other person for any indirect, incidental, consequential, reliance, special, exemplary or punitive damages or for any other damages (however denominated) for or based on or measured by harm to business, lost revenues, lost savings, loss of or on any investment, lost profits, loss of opportunity, loss of use, loss of data, loss of goodwill, costs of replacement goods or services, property damage, losses or liabilities that are a consequence of destruction or alteration of data, introduction of viruses, hacking, cracking or breaches of security, claims of users or other indirect or consequential loss, harm or damages arising out of or in connection with the Agreement. (d) The aggregate liability of all Mediacom Parties with respect to the accurateness or completeness subject matter of the Agreement shall not exceed an amount equal to twice the Monthly Service Fee. (e) Customer agrees that regardless of any instruction statute or other law to the contrary, Customer must file any other information it receives from a Fundclaim or cause of action arising out of or related to the Agreement or the Services (except with respect to billing disputes which are subject to the shorter time limitation set forth elsewhere in the Agreement) within one (1) year after such claim or cause of action arose, and or such claim or cause of action shall be without liability for forever barred. Except as otherwise stated in the Agreement, any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization claim of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and nature against Mediacom shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith deemed conclusively to have been authorized by an authorized personwaived unless presented in writing to Mediacom within thirty (30) days after the date of the occurrence that gave rise to the claim. (f) Each of the disclaimers and exclusions of and limitations on liability or damages contained in the Agreement shall independently apply regardless of (i) the form of action (including any action in contract or based on warranty, negligence, tort, strict liability or statute), (ii) any claim or finding that any breach of or default under the Agreement was total or fundamental, (iii) CFS shall the type of damages, (iv) any claim or finding with respect to the adequacy, failure, purpose or sufficiency of any remedy provided for under the Agreement and (v) whether a person was informed or aware of, or otherwise could have no responsibility and shall be without liability for any loss anticipated the possibility of, such damages or damage caused by the failure of the Trust to provide CFS with any informationliability. (ivg) CFS is Customer understands and irrevocably accepts the limitations on liability contained in this section, and Customer acknowledges and agrees that but for such provisions, Mediacom would not responsible for offer or provide the acts, omissions, defaults Services or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractorswould require Customer to pay additional Fees. (vh) CFS shall have no responsibility for the management Each of the investments foregoing limitations contained in this Section 12 will apply regardless of form of action, any claim that breach of this Agreement or Mediacom’s obligations was total or fundamental, the type of damages or any other assets finding with respect to the adequacy, sufficiency or nature of the Trust or its customersremedies contained herein, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable (ii) will apply to the Fund or maximum extent permitted by law and (iii) will survive the unenforceability of any other term provision contained herein purporting to exclude or condition of the original documents, operating documents, policies and procedures limit damages or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementliability. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the grossly negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to reviewthe content, confirm enforceability, completeness, validity, sufficiency, value, due authorization, genuineness, perfections, priority, ownership, title, recordability or otherwise assume transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. The Collateral Custodian shall have no responsibility or duty with respect to any Collateral Obligation File while not in its possession, including at any time such Collateral Obligation File has been released pursuant to a Request for Release and Receipt, or is otherwise in transit, with a courier, to or from the accurateness Collateral Custodian, including, without limitation, in connection with the transmission of Collateral Obligation Files pursuant to Section 18.8, or completeness prior to the delivery of a Collateral Obligation File to the Collateral Custodian pursuant to Section 18.3; provided that the Collateral Custodian shall act in good faith with respect to ensuring it receives any Collateral Obligation Files that are in transit and for which the Collateral Custodian has received tracking information. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and any other Transaction Documents to which it is a party and no covenants or obligations shall be read into or implied in this Agreement against the Collateral Custodian. In the event of any instruction conflict arising between the provisions of this Agreement and any other Transaction Document to which the Collateral Custodian is a party with respect to the duties or responsibilities of the Collateral Custodian, the provisions of this Agreement shall prevail. No provision of this Agreement or any other information it receives from a Fund, and Transaction Document shall be without liability for deemed to impose any loss duty or damage suffered by obligation on the Collateral Custodian to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Custodian shall be unqualified or incompetent due to a Fund change in Applicable Law, to perform any such act or acts, to receive or obtain any of a Fund’s customers such interest in property or to exercise any such right, power, duty or obligation, or as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For which the avoidance of doubt, CFS Collateral Custodian shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith become subject to have been authorized by an authorized persontaxation. (iiif) CFS None of the provisions of this Agreement shall require the Collateral Custodian to expend or risk its own funds or incur any liability, financial or otherwise, in the performance of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In no responsibility and event shall the Collateral Custodian be without liability liable for any loss failure or damage caused by delay in the failure performance of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsits obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement; provided that, the Collateral Custodian shall use commercially reasonable efforts consistent with accepted practices in the banking industry to mitigate the effects of such circumstances and to resume performance as soon as reasonably practicable. (vg) CFS It is expressly agreed and acknowledged by each party hereto that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth Each of the protections, benefits, reliances, indemnities and immunities offered to the Collateral Agent in the exhibits heretoSection 11.3, Section 11.7, Section 11.8, Section 11.11 and Section 11.12 shall be afforded to, are extended to, and shall be enforceable by, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereofCollateral Custodian. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. Notwithstanding any other provisions of this Agreement or any of the Transaction Documents to the contrary: (a) No Seller or Member shall have any liability for Section 8.1 Indemnified Claims to the extent (i) CFS is responsible insurance proceeds (including proceeds from title insurance) in respect of such claims are actually received by the Buyer Indemnitees, net of all actual and reasonable expenses incurred by them in recovering such proceeds from the insurance carrier, or (ii) the Buyer Indemnitees actually receive indemnification or recovery of damages from a third party for such claims, net of all reasonable expenses incurred by them in recovering such indemnification or recovery of damages from the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunderthird party. (iib) CFS All amounts paid by or on behalf of Sellers or the Members as indemnification shall be treated as adjustments to the Purchase Price, except as required by applicable Law. (c) The parties shall be entitled to pursue without limitation any rights or remedies they may have no responsibility to review, confirm or otherwise assume any duty with respect to claims based upon fraud or actions that are intended to further the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any commission of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction fraud, whether under this Agreement, at law or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personequity. (iiid) CFS No Seller or Member will have any liability to any Buyer Indemnitee under Section 8.1(a) unless and until the Buyer Indemnitees shall have no responsibility incurred on a cumulative basis Losses exceeding Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (the “Basket”), at which point Sellers and the Members shall be without liability jointly and severally liable for any loss or damage caused all Losses incurred by the failure Buyer Indemnitees from the first dollar up to and in excess of the Trust amount of the Basket (such amount intended to provide CFS with be a threshold and not a deductible); provided, however, the Basket shall not apply to any informationLosses incurred or suffered by any of them arising out of or resulting from (i) any breach by any Seller of any Exempt Representations and Warranties or any SOL Representations and Warranties or (ii) claims based upon Sellers’ fraud, fraudulent actions or intentional misrepresentation. (ive) CFS is The Buyer will not responsible have any liability to the Seller Indemnitees under Section 8.2 until the Seller Indemnitees shall have incurred on a cumulative basis Losses exceeding the Basket, at which point the Buyer shall be liable for all Losses incurred by the actsSeller Indemnitees in excess of the amount of the Basket; provided, omissionshowever, defaults the Basket shall not apply to any Losses incurred or insolvency suffered by any of them arising out of or resulting from (i) any breach by Buyer of any third party includingExempt Representation and Warranties or (ii) claims based upon Buyer’s fraud, but not limited to, any investment advisers, custodians, intermediaries fraudulent actions or non-discretionary subcontractorsintentional misrepresentation. (vf) CFS The maximum aggregate liability of Sellers and the Members to the Buyer Indemnitees with respect to claims under Section 8.1(a) will be limited to an amount equal to Two Million Sixty Two Thousand Five Hundred and 00/100 Dollars ($2,062,500) (the “Cap”); provided, however, the Cap shall have no responsibility for not apply to any Losses incurred or suffered by any of them and arising out of or resulting from (i) any breach by the management Sellers of the investments any Exempt Representations and Warranties or any other assets of the Trust SOL Representations and Warranties, or its customers(ii) claims based upon fraud, and CFS shall have no obligation to review, monitor fraudulent actions or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementintentional misrepresentation. (vig) Except as set forth in The maximum aggregate liability of the exhibits heretoBuyer to the Seller Indemnitees with respect to claims under Section 8.2(a) will be limited to Cap; provided, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS however, such limitation shall not be liable for apply to any failure of the Fund to comply with any laws, regulations Losses incurred or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access suffered by any authorized person of them and arising out of or resulting from (i) any breach by the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations Buyer of any Exempt Representations and warranties, express or implied, made to the Trust Warranties or any other personSOL Representations and Warranties, includingor (ii) claims based upon fraud, without limitation, any warranties regarding quality, suitability fraudulent actions or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementintentional misrepresentation.

Limitations on Liability. 21.1 The liability of the Vendor in respect of or arising out of any breach of the provisions of Clause 20 and/or the Warranties (ithe liability of the Vendor being referred to herein as `Liability') CFS is responsible for the performance of only those duties shall be limited as are expressly set forth herein out in Clause 20 and in this Clause 21. 21.2 No Liability shall in any event arise unless and until the Exhibits aggregate amount of loss sustained in respect of any claims permitted to be made under this Clause 21.2 shall equal or exceed (pound)720,000 but once the figure is exceeded the Purchaser shall be entitled to recover the whole of such amount and Schedules not just the excess. Thereafter, no liability shall arise unless the amount of the loss sustained in respect of each individual claim shall equal or exceed (pound)5,000 in which event the liability shall be in respect of the whole amount and not merely the excess. 21.3 The aggregate Liability shall not exceed the Consideration (as they may be amended from time to time. CFS will have no implied duties or obligations. Each party adjusted by the net amount payable pursuant to the Agreement shall mitigate damages for which the other party may become responsible hereunderCompletion Statement under Clause 7.1 and/or any reduction in accordance with Clauses 9 or 11.3). 21.4 No claim in respect of any Liability shall be brought by the Purchaser against the Vendor unless notice in writing of any such claim (iispecifying in reasonable detail the nature of the breach and so far as practicable the amount claimed in respect thereof) CFS has been given to the Vendor by no later than the Final Claim Date. 21.5 Unless proceedings in respect thereof shall have been commenced against the Vendor and/or GTC, any claim which has been made or shall be made before the Final Claim Date shall if it has not been previously satisfied settled or withdrawn be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six months commencing on the Final Claim Date. For this purpose, proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Vendor or GTC or, as the case may be, the Vendor's or GTC's Solicitors. 21.6 The Purchaser shall reimburse to the Vendor any sum paid to the Purchaser by the Vendor in respect of any Liability which is subsequently recovered by or paid to the Purchaser from any third party together (if the Vendor shall not have already recovered back from the Purchaser the full amount paid by the Vendor) with any repayment supplement under Section 825 of ICTA or other interest (less any taxation thereon) in respect thereof. 21.7 No Liability shall arise and the Purchaser shall have no responsibility to review, confirm or otherwise assume any duty with claim whatsoever against the Vendor in respect thereof: 21.7.1 if and to the accurateness extent that allowance, provision or completeness reserve has been made in the Completion Statement in respect of the matter to which such claim relates or such matter was taken into account in computing the amount of any instruction such allowance, provision or reserve; 21.7.2 if and to the extent that such claim would not have arisen but for any claim, election, surrender or disclaimer made or notice or consent given or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered thing done after Completion by a Fund the Purchaser or any person connected with the Purchaser or the failure or omission of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization the Purchaser or any person connected with the Purchaser to make any such claim, election, surrender or disclaimer or give such notice or consent or do any other thing under the provisions of any such instruction enactment or other such information. For the avoidance of doubt, CFS shall not be liable regulation relating to Taxation; 21.7.3 if and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund extent that the Purchaser has an indemnity for or any other term or condition of will recover the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust Purchaser arising out of such breach or claim under the terms of any insurance policy of the Purchaser or from any third party provided that the Vendor shall indemnify the Purchaser for any costs incurred in connection with the Purchaser obtaining such indemnity or recovery (providing that such indemnity does not entail any greater liability or obligation of the Vendor than it would have incurred as a result of any liability for breach of the investment policies, objectives, guidelines or restrictions applicable Warranty); or 21.7.4 if and to the Trust extent that such claim relates to a claim or liability for Taxation and would not have arisen but for any winding up or cessation after Completion of the Business or any misstatement trade or omission in business carried on by the registration statementPurchaser. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty 21.8 All amounts available for set-off or otherwise liable to monitor compliance and CFS be deducted pursuant to Clause 21.7 above shall not be liable deducted for any failure the purpose of determining the Fund amount of loss sustained in connection with the de minimis limits referred to comply with any laws, regulations or other applicable requirements thereofin Clause 21.2 above. (vii) CFS 21.9 The Purchaser shall not be liable for entitled to recover damages from the errors Vendor in respect of other service providers any Liability to the extent that the Purchaser has already received reimbursement or restitution in respect of the Trustsame Liability. 21.10 If any claim by any third party comes to the notice of the Purchaser by reason or in consequence of which any Liability may arise the Purchaser shall: 21.10.1 as soon as reasonably practicable (and if possible within such a period as will afford the Vendor reasonable opportunity to lodge a timely appeal against such claim) give written notice thereof to the Vendor; and 21.10.2 not make any admission of liability, including agreement or compromise with any person body or authority in relation thereto without the errors prior agreement of pricing services the Vendor (other than not to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade informationbe unreasonably withheld or delayed). 21.11 Provided that the Vendor acknowledges its obligation to indemnify the Purchaser in accordance with Clause 21.12, without prejudice to Clause 21.10 above and Clause 21.12 below, if the Purchaser considers that it will or may make a claim against the Vendor for any Liability, it shall as soon as practicable so notify the Vendor pursuant to Clause 21.4, and for a period of 60 days after such notification shall grant the Vendor the opportunity to take steps to remedy or avert such Liability. 21.12 The Purchaser shall take such action as the Vendor may reasonably request (viiiprovided that such action would not harm or be to the detriment of the Business or any part thereof as carried on by the Purchaser after the Completion Date) CFS will not to avoid, dispute, resist, appeal, compromise or defend or mitigate any claim which would give rise to any Liability on the basis that the Purchaser shall be responsible indemnified by the Vendor as to all reasonable costs and expenses which it may reasonably incur by reason of such action. 21.13 In assessing any damage or liable for other amounts recoverable in respect of any Liability there shall be taken into account the value of any immediate financial benefit obtained by the Purchaser in consequence of the event or breach giving rise thereto. 21.14 For the avoidance of doubt nothing in this Clause 21 shall in any way restrict or limit the general obligation at law of the Purchaser to mitigate any loss or damage arising from which it may suffer in consequence of any Liability. 21.15 Any amount paid by the misuse or sharing of online access by any authorized person Vendor pursuant to the provisions of the Trust who has been issued Agreement in respect of a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective breach of any course of dealing, custom the Warranties or usage other provisions of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except the Agreement shall be treated as otherwise set forth a reduction in this Agreementthe Consideration paid by the Purchaser.

Limitations on Liability. (ia) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they The Collateral Administrator may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, conclusively rely on and shall be without liability for fully protected in acting upon any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction certificate, instrument, opinion, notice, letter, telegram, electronic communication or other such information. For the avoidance of doubt, CFS shall not be liable document delivered to it and shall be indemnified by the Trust for any action taken or omitted by it that in good faith in reliance on any instruction it reasonably believes to be genuine and that has been signed or sent by the proper party or parties. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer and believed by it the Collateral Administrator in good faith to have been authorized received from such Responsible Officer shall be considered signed or executed by an authorized personsuch Responsible Officer on behalf of the applicable Person. The Collateral Administrator shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature believed by the Collateral Administrator in good faith to have been received from such Responsible Officer and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. The Collateral Administrator may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of the Administrative Agent. (iiib) CFS The Collateral Administrator may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Administrator shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (d) The Collateral Administrator makes no warranty or representation and shall have no responsibility and shall be without liability for any loss (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or damage caused by the failure transferability of the Trust Collateral, and will not be required to provide CFS and will not make any representations as to the validity or value of any of the Collateral. The Collateral Administrator shall not be obligated to take any action not expressly provided for hereunder that might in its judgment involve any expense or liability unless it has been furnished with any informationan indemnity reasonably satisfactory to it. (ive) CFS is The Collateral Administrator shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Administrator. (f) The Collateral Administrator shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Administrator be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Administrator as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Administrator is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Administrator may, prior to the occurrence of the Maturity Date or the continuance of an Event of Default, request instructions from the Servicer and may, after the occurrence of the Maturity Date or the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Administrator shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Administrator be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) In the absence of bad faith on the part of the Collateral Administrator, the Collateral Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, electronic communication, opinion or other document furnished to the Collateral Administrator, reasonably believed by the Collateral Administrator to be genuine and to have been signed, sent or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Collateral Administrator, the Collateral Administrator shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt, Collateral Administrator may rely conclusively on certificates of a Responsible Officer delivered by the Servicer. The Collateral Administrator shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. (j) In the event that the Collateral Custodian is not the same entity as the Collateral Administrator, the Collateral Administrator shall not be liable for the acts or omissions of the Collateral Custodian under this Agreement and shall not be required to monitor the performance of the Collateral Custodian. (k) Without limiting the generality of any terms of this section, the Collateral Administrator shall have no liability for any failure, inability or unwillingness on the part of the Servicer, the Administrative Agent or the Borrower to provide accurate and complete information on a timely basis to the Collateral Administrator, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Administrator’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. (l) The Collateral Administrator shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Administrator shall examine the same to determine whether it conforms on its face to the requirements hereof. The Collateral Administrator shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer of the Collateral Administrator. It is expressly acknowledged by the Borrower, the Servicer and the Administrative Agent that application and performance by the Collateral Administrator of its various duties hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Servicer, the Administrative Agent, the Borrower and/or any related bank agent, obligor or similar party with respect to the Collateral Asset, and the Collateral Administrator shall have no responsibility for the management accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the investments Collateral Administrator to verify, investigate or audit any other assets such information or data, or to determine or monitor on an independent basis whether any issuer of the Trust Collateral is in default or its customersin compliance with the underlying documents governing or securing such securities, from time to time. For purposes of tracking changes in ratings, the Collateral Administrator shall be entitled to use and CFS rely (in good faith) exclusively upon a single reputable electronic financial information reporting service and shall have no liability for any inaccuracies in the information reported by, of other errors or omissions of, any such service. It is hereby expressly agreed that Bloomberg Financial Markets is one such reputable service. Nothing herein shall impose any duty or obligation on the part of the Collateral Administrator to designate, characterize or investigate any designation or characterization with respect to any Collateral Asset, or to otherwise determine or verify whether a Collateral Asset is an Eligible Collateral Asset. The Collateral Administrator shall have no obligation to review, monitor calculate the Borrowing Base or otherwise ensure compliance by Advance Rate or determine whether a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementBorrowing Base Deficiency exists. Further, CFS The Collateral Administrator shall have no liability obligation to determine or verify the Trust for any loss or damage suffered by the Trust as a result market value of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementCollateral Asset. (vim) Except as set forth in The Collateral Administrator may exercise any of its rights or powers hereunder (or under any other Loan Document) or perform any of its duties hereunder either directly or, by or through agents or attorneys, and the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS Collateral Administrator shall not be liable for any failure actions or omissions on the part of any agent or attorney appointed hereunder with due care by it. Neither the Collateral Administrator nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Servicer, Borrower or any other Person, except by reason of acts or omissions by the Collateral Administrator constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Fund Collateral Administrator’s duties hereunder. The Collateral Administrator shall in no event have any liability for the actions or omissions of the Borrower, the Servicer, the Administrative Agent or any other Person, and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the Borrower, the Servicer, the Administrative Agent or another Person except to comply with any laws, regulations the extent that such inaccuracies or other applicable requirements thereof. (vii) CFS errors are caused by the Collateral Administrator’s own willful misconduct or gross negligence of its duties hereunder. The Collateral Administrator shall not be liable for failing to perform or delay in performing its specified duties hereunder which results from or is caused by a failure or delay on the errors of other service providers part of the TrustBorrower or the Servicer, including the errors of pricing services (other than Administrative Agent or another Person in furnishing necessary, timely and accurate information to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)Collateral Administrator. (viiin) CFS will The Collateral Administrator shall be under no obligation to exercise or honor any of the rights or powers vested in it by this Agreement or other Loan Document at the request or direction of the Administrative Agent (or any other Person authorized or permitted to direct the Collateral Administrator hereunder) pursuant to this Agreement or other Loan Document, unless the Administrative Agent (or such other Person) shall have offered the Collateral Administrator security or indemnity reasonably acceptable to the Collateral Administrator against costs, expenses and liabilities (including any legal fees) that might reasonably be incurred by it in compliance with such request or direction. (o) The Collateral Administrator shall be entitled to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any person providing such instructions or directions shall provide to the Collateral Administrator an incumbency certificate listing authorized persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Collateral Administrator email or facsimile instructions (or instructions by a similar electronic method) and the Collateral Administrator in its discretion elects to act upon such instructions, the Collateral Administrator’s reasonable understanding of such instructions shall be deemed controlling. The Collateral Administrator shall not be responsible or liable for any loss losses, costs or damage expenses arising directly or indirectly from the misuse Collateral Administrator’s good faith, reasonable reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or sharing of online access by any authorized being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations use of such electronic methods to submit instructions and warranties, express or implied, made directions to the Trust or any other personCollateral Administrator, including, without limitationlimitation the risk of the Collateral Administrator acting on unauthorized instructions, any warranties regarding quality, suitability or otherwise and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secured methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (irrespective if any) to be followed in connection with its transmission of any course such instructions provide to it a commercially reasonable degree of dealing, custom or usage protection in light of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementits particular needs and circumstances.

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from SFS or a Fund, and shall be without liability for any loss or damage suffered by SFS or a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust SFS for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust SFS to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to SFS or the Trust for any loss or damage suffered by SFS or the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits Exhibits hereto, the Trust SFS acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the SFS or a Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to SFS or a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of SFS or the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the grossly negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to reviewthe content, confirm enforceability, completeness, validity, sufficiency, value, due authorization, genuineness, perfections, priority, ownership, title, recordability or otherwise assume transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. The Collateral Custodian shall have no responsibility or duty with respect to any Collateral Obligation File while not in its possession, including at any time such Collateral Obligation File has been released pursuant to a Request for Release and Receipt, or is otherwise in transit, with a courier, to or from the accurateness Collateral Custodian, including, without limitation, in connection with the transmission of Collateral Obligation Files pursuant to Section 18.8, or completeness prior to the delivery of a Collateral Obligation File to the Collateral Custodian pursuant to Section 18.3; provided that the Collateral Custodian shall act in good faith with respect to ensuring it receives any Collateral Obligation Files that are in transit and for which the Collateral Custodian has received tracking information. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and any other Transaction Documents to which it is a party and no covenants or obligations shall be read into or implied in this Agreement against the Collateral Custodian. In the event of any instruction conflict arising between the provisions of this Agreement and any other Transaction Document to which the Collateral Custodian is a party with respect to the duties or responsibilities of the Collateral Custodian, the provisions of this Agreement shall prevail. No provision of this Agreement or any other information it receives from a Fund, and Transaction Document shall be without liability for deemed to impose any loss duty or damage suffered by obligation on the Collateral Custodian to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Custodian shall be unqualified or incompetent due to a Fund change in Applicable Law, to perform any such act or acts, to receive or obtain any of a Fund’s customers such interest in property or to exercise any such right, power, duty or obligation, or as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For which the avoidance of doubt, CFS Collateral Custodian shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith become subject to have been authorized by an authorized persontaxation. (iiif) CFS None of the provisions of this Agreement shall require the Collateral Custodian to expend or risk its own funds or incur any liability, financial or otherwise, in the performance of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In no responsibility and event shall the Collateral Custodian be without liability liable for any loss failure or damage caused by delay in the failure performance of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsits obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged by each party hereto that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder or under any other Transaction Document, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments or any other assets of the Trust or its customersFacility Agent or, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable prior to the Fund occurrence of an Event of Default, the Servicer in accordance with this Agreement. In no event shall the Collateral Custodian be liable for special, indirect, punitive or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth Each of the protections, benefits, reliances, indemnities and immunities offered to the Collateral Agent in the exhibits heretoSection 11.7 and Section 11.8 shall be afforded to, are extended to, and shall be enforceable by, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereofCollateral Custodian. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible The Liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of only those duties this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the amount of Charges received (and not previously paid back as are expressly set forth herein and in a Liability hereunder) by the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties Provider (or obligations. Each party its Affiliates) prior to the date on which the Provider’s (or its applicable Affiliate’s or Representative’s) action or inaction (or, prior to the one-year anniversary of this Agreement shall mitigate damages if such action or inaction occurs during the first year of this Agreement) giving rise to the Liability arises or occurs in respect of the Service for which the other party may become responsible Liability arises hereunder; provided that, to the extent the liability arises out of a Provider breaching this Services Agreement by not providing the Services required hereunder, then the liability shall not exceed the greater of the fees previously paid to such Provider by such Recipient in respect of the Service from which such Liability flows or the amount that such Provider would have been paid by such Recipient for such Services for the agreed-upon term of such Services (or two years, if shorter). (iib) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect Notwithstanding anything to the accurateness contrary contained in the Separation and Distribution Agreement or completeness of any instruction or any other information it receives from a Fundthis Agreement, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS Provider shall not be liable to the Recipient or any of its Affiliates or Representatives, whether in contract, tort (including negligence and shall be indemnified strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by the Trust for Provider (including any action taken Affiliates and Representatives of the Provider and any unaffiliated third-party providers, in each case, providing the applicable Services) under this Agreement or omitted by it in good faith in reliance on the provision of, or failure to provide, any instruction believed by it in good faith Services under this Agreement, including with respect to have been authorized by an authorized personloss of profits, business interruptions or claims of customers. (iiic) CFS The limitations in Section 7.01(a) shall have no responsibility and shall be without liability for not apply in respect of any loss Liability arising out of or damage caused in connection with the gross negligence, willful misconduct, or fraud of or by the failure of the Trust Party to provide CFS with any informationbe charged. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the grossly negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to reviewthe content, confirm enforceability, completeness, validity, sufficiency, value, due authorization, genuineness, perfections, priority, ownership, title, recordability or otherwise assume transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. The Collateral Custodian shall have no responsibility or duty with respect to any Collateral Obligation File while not in its possession, including at any time such Collateral Obligation File has been released pursuant to a Request for Release and Receipt, or is otherwise in transit, with a courier, to or from the accurateness Collateral Custodian, including, without limitation, in connection with the transmission of Collateral Obligation Files pursuant to Section 18.8, or completeness prior to the delivery of a Collateral Obligation File to the Collateral Custodian pursuant to Section 18.3; provided that the Collateral Custodian shall act in good faith with respect to ensuring it receives any Collateral Obligation Files that are in transit and for which the Collateral Custodian has received tracking information. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and any other Transaction Documents to which it is a party and no covenants or obligations shall be read into or implied in this Agreement against the Collateral Custodian. In the event of any instruction conflict arising between the provisions of this Agreement and any other Transaction Document to which the Collateral Custodian is a party with respect to the duties or responsibilities of the Collateral Custodian, the provisions of this Agreement shall prevail. No provision of this Agreement or any other information it receives from a Fund, and Transaction Document shall be without liability for deemed to impose any loss duty or damage suffered by obligation on the Collateral Custodian to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Custodian shall be unqualified or incompetent due to a Fund change in Applicable Law, to perform any such act or acts, to receive or obtain any of a Fund’s customers such interest in property or to exercise any such right, power, duty or obligation, or as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For which the avoidance of doubt, CFS Collateral Custodian shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith become subject to have been authorized by an authorized persontaxation. (iiif) CFS None of the provisions of this Agreement shall require the Collateral Custodian to expend or risk its own funds or incur any liability, financial or otherwise, in the performance of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In no responsibility and event shall the Collateral Custodian be without liability liable for any loss failure or damage caused by delay in the failure performance of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsits obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged by each party hereto that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth Each of the protections, benefits, reliances, indemnities and immunities offered to the Collateral Agent in the exhibits heretoSection 11.3, Section 11.7, Section 11.8, Section 11.11 and Section 11.12 shall be afforded to, are extended to, and shall be enforceable by, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereofCollateral Custodian. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any such certificate, instrument, opinion, notice, letter, telegram or other document; provided, however, that, if the form thereof is responsible prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent, and no party shall have any right of action whatsoever against the Collateral Custodian as a result of the Collateral Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) Neither the Collateral Custodian nor any of its directors, officers, agents, or employees shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the negligent performance of its duties in taking and Schedules as they may retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (a) and (b) of Section 18.7 shall constitute negligence. The Collateral Custodian shall not be amended from time obligated to time. CFS will have no implied duties take any legal action hereunder that might in its judgment involve any expense or obligations. Each party liability unless it has been furnished with an indemnity reasonably satisfactory to the Agreement shall mitigate damages for which the other party may become responsible hereunderit. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction of the Collateral. (e) The Collateral Custodian shall have no duties or any other information it receives from a Fund, responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for implied in this Agreement against the Collateral Custodian. The duties, obligations and responsibilities of the Collateral Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Collateral Custodian. Any permissive right of the Collateral Custodian to take any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS action hereunder shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personconstrued as a duty. (iiif) CFS The Collateral Custodian shall have not be required to expend or risk its own funds in the performance of its duties hereunder. In no responsibility and event shall the Collateral Custodian be without liability liable for any loss failure or damage caused by delay in the failure performance of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsits obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of a Facility Termination Event or the Facility Termination Date, request instructions from the Services Provider and may, after the occurrence of a Facility Termination Event or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Services Provider or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) Beyond the safekeeping of the Collateral Obligation Files in accordance with Article XVIII, the Collateral Custodian shall not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementrights pertaining thereto. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS The Collateral Custodian shall not be liable or responsible for any failure misconduct, negligence or loss or diminution in the value of any of the Fund to comply with Collateral, by reason of the act or omission of any lawscarrier, regulations forwarding agency or other applicable requirements thereofagent, attorney or bailee selected by the Collateral Custodian in good faith and with due care hereunder. (viij) CFS shall not be liable for the errors of other service providers Each of the Trustprotections, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) reliances, indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Collateral Custodian.

Limitations on Liability. (i) CFS S▇▇▇▇▇▇▇ is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS S▇▇▇▇▇▇▇ will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS S▇▇▇▇▇▇▇ shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFSSudrania’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS S▇▇▇▇▇▇▇ shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS S▇▇▇▇▇▇▇ shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS S▇▇▇▇▇▇▇ with any information. (iv) CFS S▇▇▇▇▇▇▇ is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS S▇▇▇▇▇▇▇ shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS S▇▇▇▇▇▇▇ shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS S▇▇▇▇▇▇▇ shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS S▇▇▇▇▇▇▇ do not constitute a duty to monitor compliance and CFS S▇▇▇▇▇▇▇ shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS S▇▇▇▇▇▇▇ shall not be liable for the errors of other service providers of the Trust, including the errors of data, corporate actions and pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFSS▇▇▇▇▇▇▇) or securities brokers and dealers or errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, S▇▇▇▇▇▇▇ shall not be liable to the Trust or any shareholder of the Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which S▇▇▇▇▇▇▇ would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Trust if the NAV Difference for which S▇▇▇▇▇▇▇ would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Trust is less than or equal to $10. Any loss for which S▇▇▇▇▇▇▇ is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Trust or not. For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any S▇▇▇▇▇▇▇ or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which S▇▇▇▇▇▇▇ would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which S▇▇▇▇▇▇▇ would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the Fund’s fiscal year shall be netted. (ix) S▇▇▇▇▇▇▇ will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSS▇▇▇▇▇▇▇. (ixx) Except as expressly provided in this Agreement, CFS S▇▇▇▇▇▇▇ hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS S▇▇▇▇▇▇▇ disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS is responsible Notwithstanding anything herein to the contrary, neither the Manager nor any director, officer, employee or agent of the Manager shall be under any liability to the Owners or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Manager against any liability to the Owners, the Servicer or the Indenture Trustee for the material breach of a representation or warranty made by the Manager herein or against any liability which would otherwise be imposed on the Manager solely attributable to the Manager’s fraud, negligence or willful misconduct in the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible Services hereunder. (ii) CFS shall have no responsibility No party will be liable to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from a Fundthe relationship of the parties or the conduct of business under, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubtbreach of, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personthis Agreement. (iii) CFS shall Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have no responsibility and at law, in equity, or by statute, any liability of an Owner to the Manager shall be without satisfied only from such Owner’s interest in the Tower Sites, the Space Licenses, the Tower Site Management Agreements, the Insurance Policies and the proceeds thereof, and then only to the extent that such Owner has funds available to satisfy such liability for in accordance with the Indenture, the related Cash Management Agreement and the other Transaction Documents, (any loss or damage caused by such available funds being hereinafter referred to as “Available Funds”). In the failure event the Available Funds of an Owner are insufficient to pay in full any such liabilities of an Owner, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Owner unless and until a proceeding of the Trust to provide CFS with any informationtype described in Section 23(i) is commenced against such Owner by a party other than the Manager. (iv) CFS is not responsible No officer, director, employee, agent, shareholder, member or Affiliate of any Owner or the Manager (except, in the case of an Owner, for Affiliates that are also Owners hereunder) shall in any manner be personally or individually liable for the acts, omissions, defaults or insolvency obligations of any third party including, but not limited to, Owner or the Manager hereunder or for any investment advisers, custodians, intermediaries claim in any way related to this Agreement or non-discretionary subcontractorsthe performance of the Services. (v) CFS The provisions of this Section 23(e) shall have no responsibility for survive the management expiration or earlier termination of the investments this Agreement (whether in whole or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade informationpart). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS is responsible Notwithstanding anything herein to the contrary, neither the Manager nor any director, officer, employee or agent of the Manager shall be under any liability to the Owners or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgement; provided, however, that this provision shall not protect the Manager against any liability to the Owners or the Lender for the material breach of a representation or warranty made by the Manager herein or against any liability which would otherwise be imposed on the Manager by reason of misfeasance, bad faith or negligence in the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible Services hereunder. (ii) CFS shall have no responsibility No party will be liable to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from the relationship of the parties or the conduct of business under, or breach of, this Agreement, except where such damages or loss of profits are claimed by or awarded to a Fund, and shall be without liability for any loss third party in a claim or damage suffered by action against which a Fund or any of party to this Agreement has a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith specific obligation to have been authorized by an authorized personindemnify another party to this Agreement. (iii) CFS shall Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have no responsibility and at law, in equity, or by statute, any liability of an Owner to the Manager shall be without satisfied only from such Owner's interest in the Sites, the Leases, the Site Management Agreements, the Insurance Policies and the proceeds thereof, and then only to the extent that such Owner has funds available to satisfy such liability for in accordance with the Loan Documents (any loss or damage caused by such available funds being hereinafter referred to as "Available Funds"). In the failure event the Available Funds of an Owner are insufficient to pay in full any such liabilities of an Owner, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Owner unless and until a proceeding of the Trust to provide CFS with any informationtype described in Section 23(j) is commenced against such Owner by a party other than the Manager. (iv) CFS is not responsible No officer, director, employee, agent, shareholder, member or Affiliate of any Owner or the Manager (except, in the case of an Owner, for Affiliates that are also Owners hereunder) shall in any manner be personally or individually liable for the acts, omissions, defaults or insolvency obligations of any third party including, but not limited to, Owner or the Manager hereunder or for any investment advisers, custodians, intermediaries claim in any way related to this Agreement or non-discretionary subcontractorsthe performance of the Services. (v) CFS The provisions of this Section 23(e) shall have no responsibility for survive the management expiration and termination of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS Subject to the below paragraph, the Bank and TOWNE each represent that the services rendered by them pursuant to the terms of this Agreement will be performed timely and in a workmanlike manner. NEITHER TOWNE NOR THE BANK MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. The Client acknowledges that data transfer and conversion is subject to a likelihood of human, software and equipment errors, omissions, delays, and losses, including inadvertent mutilation of documents, which may give rise to loss or damage. Accordingly, the Client agrees that neither TOWNE nor the Bank shall be liable on account of any such good faith errors, omissions, delays, or losses unless caused by gross negligence or willful misconduct. The Client expressly agrees that it will be solely responsible for the performance adopting reasonable measures to limit its exposure with respect to such potential losses and damages, including (without limitation) examination and confirmation of only those duties as are expressly set forth herein results prior to use thereof, provision for identification and in the Exhibits correction of errors and Schedules as they may be amended from time to timeomissions, preparation and storage of backup data, replacement of lost or mutilated documents, and reconstruction of data. CFS will have no implied duties or obligations. Each party The Client is also responsible for complying with all local, state, and federal laws pertaining to the Agreement shall mitigate damages for use and disclosure of any data in connection with all agreements the Client enters into with its Customers. The Client acknowledges that any forms or agreements provided by TOWNE or the Bank which the other party Client may become responsible hereunder. (ii) CFS shall have no responsibility use with its Customers is provided by TOWNE solely for the Client's convenience and benefit; the Client is not obligated to review, confirm or otherwise assume use any duty such agreement; and the Client should consult its own legal and accounting advisers with respect to the accurateness enforceability and accounting treatment thereof. Neither TOWNE nor the Bank makes any implied or completeness express representation or warranty of any instruction kind that the forms or any other information it receives from a Fund, and shall be without liability materials supplied by TOWNE are merchantable or fit for any loss or damage suffered by a Fund or particular purpose. The Client has an independent responsibility to consult its own legal and accounting advisers with respect to the enforceability and accounting treatment of any of a Fund’s customers as a result of CFS’s reasonable reliance on its Customer agreements and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust advise its Customers to provide CFS similarly consult professionals with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable respect to the Fund or any other term or condition enforceability thereof. Towne does not undertake the responsibility of advising the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result Client of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations rules, regulations, or other applicable requirements thereofinterpretations affecting Client, its Customers, or its participation in the Program. IN NO EVENT SHALL TOWNE OR THE BANK BE LIABLE FOR ANY LOSS OF PROFITS, ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. THIS LIMITATION ON DAMAGES SHALL APPLY WHETHER OR NOT OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any information. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS HASI shall have no obligation to review, monitor or otherwise ensure compliance by a the Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementprospectus. Huntington Asset Services, Inc. Dreman Value Management, LLC. - 5 Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementprospectus. (vi) Except as set forth in the exhibits hereto, the The Trust acknowledges that the reporting obligations of CFS HASI do not constitute a duty to monitor compliance by the Fund, and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Fund, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS The Trust acknowledges that HASI does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of any assets in connection with Fund’s securities, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and HASI shall not have no responsibility and shall be liable without liability for the errors any loss or damage arising with respect to valuation or verification of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this AgreementAgreement to the contrary, CFS hereby disclaims all representations and warranties, express or implied, made the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any other person, including, without limitation, any warranties regarding quality, suitability cause whatsoever (including but not limited to those arising out of or otherwise (irrespective of any course of dealing, custom or usage of traderelated to this Agreement), and regardless of any services the form of action or any goods provided incidental legal theory, shall not exceed the total amount of compensation paid to services provided HASI under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this AgreementAgreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the grossly negligent performance of its duties in taking and Schedules as they may be amended from time retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to time. CFS will have no implied duties or obligations. Each party to produce an original promissory note satisfying the Agreement conditions described in clauses (a) and (b) of Section 18.7 shall mitigate damages for which the other party may become responsible hereunderconstitute negligence. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationCollateral Custodian. (ivf) CFS is The Collateral Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of a Facility Termination Event or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of a Facility Termination Event or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure Each of the Fund to comply with any lawsprotections, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trustreliances, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Collateral Custodian.

Limitations on Liability. (ia) CFS is responsible Notwithstanding Manager’s review of and recommendations in respect to capital repairs and replacements for the Property or Manager’s performance of only those duties as are expressly set forth herein the Capital Improvements Management Services, Owner acknowledges that Manager is not an architect or engineer, and that all capital repairs, replacements and other construction in the Exhibits Property will be designed and Schedules as they may performed by independent architects, engineers and contractors. Accordingly, Manager does not guarantee or warrant that the construction documents for such work will comply with Applicable Law or will be amended free from time to time. CFS errors or omissions, nor that any such work will be free from defects, and Owner agrees that Manager will have no implied duties liability therefor. In the event of such errors, omissions, or obligationsdefects, Manager will use reasonable efforts to cooperate in any action Owner desires to bring against such parties. Each party to Similarly, Manager makes no representations or warranties regarding the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness creditworthiness of any instruction tenant, or any other information it receives from a Fundproposed tenant, of the Property and shall be without liability in no way responsible for, or liable to Owner for, a tenant’s failure to perform such tenant’s lease obligations. Similarly, any estimates by Manager or reports provided by Manager which described any financial activity to occur in the future are necessarily estimates and projections, and Manager does not in any manner or respect, warrant, guaranty or make an representations in regard to the same; Owner recognizes that by their very nature projections are estimates and are dependent upon a number of factors that cannot be predicted with any certainty and are outside the control of Manager. Notwithstanding any contrary provision hereof, Owner agrees that no agent, director, member, officer, shareholder, employee or affiliate of Manager shall be personally liable to Owner or anyone claiming by, through or under Owner, by reason of any default by Manager under this Agreement, any obligation of Manager to Owner, or for any loss or damage suffered amount that may become due to Owner by a Fund or Manager under the terms of this Agreement otherwise and Owner agrees not to make any claim therefor against any of a Fund’s customers as a result such persons. Further, notwithstanding any contrary provision of CFS’s reasonable reliance on and utilization this Agreement, the liability of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and Manager hereunder shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisersin the aggregate, custodians, intermediaries or non-discretionary subcontractors. the lesser of (vx) CFS shall have no responsibility a sum equal to the fees paid to Manager hereunder for the management twenty-four (24) month period immediately prior to the date of demand made hereunder by Owner against Manager asserting liability and (y) a sum equal to the actual amount of fees received by Manager hereunder as of the investments or any other assets date when such liability is finally determined, less (in either case) the aggregate amount of the Trust or its customersclaims theretofore asserted against Manager hereunder; provided, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits heretohowever, the Trust acknowledges that the reporting obligations limitation on liability of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise Manager set forth in this Agreementsentence shall not apply to any claims by Owner made pursuant to Section 6.04. (b) Similarly, the liability of Owner hereunder is limited to Owner’s interest in the Project and the insurance required to be maintained hereunder by Owner and in no event shall Owner or any agent, director, member, officer, shareholder, employee or affiliate of have any personal liability to Manager hereunder, Manager agreeing to look solely to Owner’s interest in the Property and the insurance in recovering any judgment rendered against Owner hereunder (which judgment Manager may seek and obtain).

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any informationinformation requested by HASI. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party other than its agents or subcontractors, including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors.. Huntington Asset Services, Inc. Capitol Series Trust- 5 (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in a prospectus or statement of additional information of the registration statementTrust other than those misstatements or omissions in the prospectus or statement of additional information directly caused by HASI. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Funds with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS shall The Trust acknowledges that HASI does not be liable for provide valuations with respect to the errors of Funds’ securities, products or services, does not verify any valuations provided to it by the Funds or any other service providers person, and does not verify the existence of the TrustFunds’ assets, including products or services but instead relies exclusively on information about valuations and the errors existence of pricing services (other than assets provided to pursue all reasonable claims against it by the pricing service based on the pricing services’ standard contracts entered into by CFS) Fund or another third party, and errors in information provided by an investment adviser HASI shall have no responsibility and shall be without liability for any loss or damage arising with respect to a Fund custodian (including prices and pricing formulas and untimely transmission valuation or verification of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to HASI under this Agreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred; provided in that if such date is during the first twelve (12) months of this Agreement, CFS hereby disclaims all representations and warranties, express then HASI’s cumulative liability shall not exceed the total amount of compensation paid or implied, made to payable by the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided HASI under this Agreement. CFS disclaims any warranty Agreement during the first twelve (12) months of title or non-infringement except as otherwise set forth in this Agreement; and further provided that the foregoing shall not apply to any liability arising as a result of the willful default, fraud or negligence of HASI. Huntington Asset Services, Inc. Capitol Series Trust- 6 (c) MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT FOR ANY LIQUIDATED DAMAGES AGREED BY THE PARTIES RELATED TO AN UNEXCUSED TERMINATION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL OR PUNITIVE DAMAGES, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS, REVENUE OR ANTICIPATED SAVINGS, IN RELATION TO THIS AGREEMENT, WHETHER OR NOT THE RELEVANT LOSS WAS FORESEEABLE, OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR THAT SUCH LOSS WAS IN CONTEMPLATION OF THE OTHER PARTY.

Limitations on Liability. (i) CFS is responsible Notwithstanding anything herein to the contrary, neither the Project Manager nor any member, manager, director, officer, employee, shareholder or agent of the manager shall be under any liability to the Obligors or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Project Manager against any liability to the Obligors or the Indenture Trustee for the material breach of a representation or warranty made by the Project Manager herein or against any liability which would otherwise be imposed on the Project Manager solely attributable to the Project Manager’s fraud, gross negligence or willful misconduct in the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible Services hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect Notwithstanding anything herein to the accurateness or completeness of any instruction or contrary, no party will be liable to any other information it receives for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from a Fundthe relationship of the parties or the conduct of business under, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubtbreach of, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personthis Agreement. (iii) CFS shall Notwithstanding any other provision of this Agreement or any rights which the Project Manager might otherwise have no responsibility and at law, in equity, or by statute, any liability of an Obligor to the Project Manager shall be without satisfied only from such Obligor’s interest in the Project Sites, the Project Documents, the insurance policies and the proceeds thereof, and then only to the extent that such Obligor has funds available to satisfy such liability for in accordance with the Collateral Trust Indenture and the other Transaction Documents (any loss or damage caused by such available funds being hereinafter referred to as “Available Funds”). In the failure event the Available Funds of an Obligor are insufficient to pay in full any such liabilities of an Obligor, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Obligor unless and until a proceeding of the Trust to provide CFS with type described in Section 26(j) is commenced against such Obligor by a party other than the Project Manager or any informationof its Affiliates. (iv) CFS is not responsible No officer, director, employee, agent, shareholder, member, manager or Affiliate of any Obligor or the Project Manager (except, in the case of an Obligor, for Affiliates that are also Obligors hereunder) shall in any manner be personally or individually liable for the acts, omissions, defaults or insolvency obligations of any third party including, but not limited to, Obligor or the Project Manager hereunder or for any investment advisers, custodians, intermediaries claim in any way related to this Agreement or non-discretionary subcontractorsthe performance of the Services. (v) CFS The provisions of this Section 26(f) shall have no responsibility for survive the management expiration or earlier termination of the investments this Agreement (whether in whole or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade informationpart). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS In the event FAS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from unable at any time to time. CFS will have no implied duties perform its obligations under this Agreement because of strikes, equipment or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to reviewtransmission failure or damages, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubtcauses beyond its reasonable control, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS FAS shall not be liable for any failure resulting Damages and Claims, even if advised of the Fund to comply with any laws, regulations or other applicable requirements thereofprobability of their occurrence. (viib) CFS In the event of an error, omission or delay in any record, report, data, information or output prepared by or on behalf of FAS in performing its obligations under this Agreement, unless such problem resulted from actions or inactions of Client Company, FAS shall use its reasonable best efforts, at its expense, to promptly correct and reprocess such record, report, data, information or other output, provided Client Company promptly notifies FAS in writing of each such error or mistake. Provided it takes such corrective action, then, unless such error, omission or delay was primarily the result of FAS'gross negligence or willful or criminal misconduct, neither FAS nor its affiliates shall have additional liability to Client Company or any other person as a result of such error, omission or delay. Where any such error, omission or delay results in an improper payment to any person, FAS, upon notice thereof, shall promptly attempt to correct the improper payment, but neither FAS nor any of its affiliates shall be liable to Client Company for the amount thereof unless and except to the extent such error, omission or delay constitutes or is primarily the result of FAS'gross negligence or willful or criminal misconduct. (c) FAS shall not be liable have any responsibility for the errors of other service providers of the Trust, including the errors of pricing services (reserve reporting or regulatory reporting other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as extent expressly provided in this Agreement. Under no circumstances shall FAS or its affiliates be liable for any actuarial, CFS hereby disclaims all representations personnel, processing or other expenses incurred by Client Company related to reserve or regulatory reporting should Client Company decide to use other than those systems and warrantiesreports provided by FAS for this purpose. (d) WHETHER OR NOT SUCH DAMAGES AND CLAIMS ARE FORESEEABLE AND WHETHER OR NOT THE PERSON FROM WHOM INDEMNIFICATION WILL BE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, express or impliedIN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR PUNITIVE DAMAGES OR FOR ANY DAMAGES AND CLAIMS THAT ARE INDIRECT, made SPECIAL OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST BUSINESS REVENUE, LOST BUSINESS, FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER SIMILAR COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER). (e) Anything in this Agreement to the Trust contrary notwithstanding, the aggregate liability of FAS and its affiliates for all Damages and Claims pursuant to all proceedings brought or any other personclaims made during the term of this Agreement and thereafter based on, including, without limitation, any warranties regarding quality, suitability arising out of or otherwise relating to this Agreement or the Services, shall be limited to one-half of the aggregate fees (exclusive of reimbursement for expenses) earned by FAS hereunder (irrespective of any course when received) during the twelve (12) calendar month period preceding the date such proceeding is first instituted or claim is first made, but if instituted or made after termination of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement, then during the twelve (12) months immediately preceding such termination. CFS disclaims The amount payable to Client Company by FAS or its affiliates for any warranty such Damages and Claims shall be reduced by: (i) any sums owed to FAS by Client Company for Services already performed; (ii) any sums paid on behalf of title FAS by its insurance carrier to Client Company or non-infringement except as otherwise set forth to the order of Client Company or that reduce Client Company's liabilities to third parties in this Agreementrespect of such Claims and Damages.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any information. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS HASI shall have no obligation to review, monitor or otherwise ensure compliance by a the Fund with the policies, restrictions, Huntington Asset Services, Inc. Commonwealth International Series Trust-5 guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementprospectus. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementprospectus. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS HASI do not constitute a duty to monitor compliance by the Fund, and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Fund, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS The Trust acknowledges that HASI does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of any assets in connection with Fund’s securities, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and HASI shall not have no responsibility and shall be liable without liability for the errors any loss or damage arising with respect to valuation or verification of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to HASI under this Agreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred (the “Cap”); provided, however, that to the extent any losses, claims, suits, controversies, breaches or damages result in a claim of liability during the first year of this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made the Cap shall equal the amount of the last complete month prior to the Trust or any other personclaim of liability multiplied by twelve (12). Huntington Asset Services, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.Inc. Commonwealth International Series Trust-6

Limitations on Liability. (i) CFS is responsible for The Trustee, before the performance occurrence of any Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only those such duties as are expressly specifically set forth herein in this Indenture. The Trustee may execute any of the trusts or powers hereof and in perform the Exhibits duties required of it hereunder by or through attorneys, agents, receivers or employees, and Schedules as they may will be amended from time entitled to timeadvice of counsel concerning all matters of trust and its duties hereunder, and the Trustee will not be answerable for the default or misconduct of any such attorney, agent or employee selected by it with reasonable care. CFS Without limitation, the Trustee will have no implied duties or obligations. Each party be entitled to the Agreement shall mitigate damages for which benefit of the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty foregoing sentence with respect to the accurateness or completeness delegation to the Paying Agent of any instruction or all of the Trustee duties hereunder, including its duties with respect to payment of principal of, premium, if any, or interest on, or redemption or purchase of the Bonds, conversion of the interest rate on any other information it receives from a FundBonds, the authentication and delivery of Bonds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on exchange and utilization of any such instruction or other such informationtransfer thereof. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS The Trustee will not be responsible answerable for the exercise of any discretion or liable power under this Indenture or for any loss anything whatsoever in connection with the trust created hereby, except only for its own gross negligence or damage arising from willful misconduct. No provision of this Indenture will require the misuse Trustee to expend or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability risk its own funds or otherwise (irrespective incur any financial liability in the performance of any course of dealingits duties hereunder, custom or usage of trade), in the exercise of any services of its rights or powers. The Trustee will not be answerable for the exercise of any goods provided incidental to services provided discretion or power under this Agreement. CFS disclaims any warranty of title Indenture or non-infringement for anything whatsoever in connection with the trust created hereby, except as otherwise set forth in this Agreementonly for its own gross negligence or willful misconduct.

Limitations on Liability. (i) CFS is responsible Except for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives claims arising from a Fundbreach of confidentiality obligations under ‎ARTICLE 8 or in cases of fraud, and gross negligence, or willful misconduct, no party hereto shall be without liability liable for any loss lost profits or damage suffered by a Fund revenue, lost opportunity, consequential, punitive, special or any of a Fund’s customers as a result of CFS’s reasonable reliance on incidental damages under this ‎ARTICLE 7 (and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and no claim for indemnification hereunder shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iiiasserted) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach or violation of any covenant or agreement of such party (including under this ‎ARTICLE 7) in or pursuant to this Agreement. In connection with the investment policiesforegoing, objectivesthe parties hereto acknowledge and agree that (i) the Payer’s damages, guidelines if any, for any such action or restrictions applicable claim will typically include Losses for 250212926 v1 Revenue Payments that the Payer was entitled to receive but did not receive timely or at all due to such indemnifiable event and (ii) the Trust Payer shall be entitled to make claims for all such missing or any misstatement delayed Revenue Payments as Losses hereunder, and such missing or omission in the registration statement. (vi) Revenue Payments shall not be deemed consequential, punitive, special, indirect or incidental damages. . Except as set forth in ‎Section 6.9, ‎Section 10.11, and Exhibit B, and except for any event of default or the exhibits heretoenforcement of any remedies under the Security Documents, from and after Closing, the Trust acknowledges that rights of the reporting obligations parties hereto pursuant to (and subject to the conditions of) this ‎ARTICLE 7 shall be the sole and exclusive remedy of CFS do the parties hereto and their respective Affiliates with respect to any Losses (whether based in contract, tort or otherwise) resulting from or relating to any breach of the representations and warranties made under this Agreement or any certificate, document or instrument delivered hereunder, and each party hereto hereby waives, to the fullest extent permitted under applicable law, and agrees not constitute a duty to monitor compliance and CFS assert after Closing, any other claim or action in respect of any such breach. Notwithstanding the foregoing, claims for fraud, gross negligence, or willful misconduct shall not be liable for waived or limited in any failure of the Fund to comply with any laws, regulations or other applicable requirements thereofway by this ‎ARTICLE 7. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS is responsible for To the performance extent allowed under Applicable Laws and Regulations, the duties, obligations and liabilities of only those duties as the INVESTMENT MANAGER are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party subject to the Agreement shall mitigate damages for which following limitations: 7.1 In the other party absence of gross negligence on the part of the INVESTMENT MANAGER, the INVESTMENT MANAGER may become responsible hereunder. (ii) CFS shall have no responsibility to reviewconclusively rely upon, confirm or otherwise assume any duty with respect as to the accurateness or completeness truth of any instruction or any other information it receives from a Fund, the statements and shall be without liability for any loss or damage suffered the correctness of the opinion expressed by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS PRINCIPAL; 7.2 The INVESTMENT MANAGER shall not be liable and for any error of judgment made in good faith by its responsible officer/s, unless it shall be indemnified by proved that the Trust for INVESTMENT MANAGER was grossly negligent in ascertaining the pertinent facts; 7.3 In the absence of fraud, bad faith, willful misconduct or gross negligence on the part of the INVESTMENT MANAGER, the INVESTMENT MANAGER shall not be liable with respect to any action taken or omitted to be taken by it in good faith in reliance on accordance with the direction of the PRINCIPAL, relating to any instruction believed authority or power conferred upon the INVESTMENT MANAGER under this Agreement; 7.4 None of the provisions contained in this Agreement shall require the INVESTMENT MANAGER to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or in the exercise of any of its rights or powers; 7.5 The INVESTMENT MANAGER may consult with counsel and any reasonable opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or omitted to be taken by it the INVESTMENT MANAGER hereunder in good faith to have been authorized by an authorized person.and in accordance with such opinion; (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have 7.6 The INVESTMENT MANAGER assumes no responsibility for the management validity or enforceability of any securities or investments of the investments Portfolio, provided that it has exercised the necessary diligence and care in ascertaining the validity or any other assets enforceability of the Trust such securities or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementinvestments. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS is responsible Notwithstanding anything herein to the contrary, neither the Manager nor any director, officer, employee or agent of the Manager shall be under any liability to the Owners or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Manager against any liability to the Owners or the Lender for the material breach of a representation or warranty made by the Manager herein or against any liability which would otherwise be imposed on the Manager by reason of fraud, misfeasance, bad faith or negligence in the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible Services hereunder. (ii) CFS shall have no responsibility No party will be liable to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from a Fundthe relationship of the parties or the conduct of business under, and shall be without liability for any loss or damage suffered by a Fund or any breach of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personthis Agreement. (iii) CFS shall Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have no responsibility and at law, in equity, or by statute, any liability of an Owner to the Manager shall be without satisfied only from such Owner’s interest in the Sites, the Leases, the Site Management Agreements, the Insurance Policies and the proceeds thereof; and then only to the extent that such Owner has funds available to satisfy such liability for in accordance with the Loan Documents (any loss or damage caused by such available funds being hereinafter referred to as “Available Funds”). In the failure event the Available Funds of an Owner are insufficient to pay in full any such liabilities of an Owner, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Owner unless and until a proceeding of the Trust to provide CFS with any informationtype described in Section 23(j) is commenced against such Owner by a party other than the Manager. (iv) CFS is not responsible No officer, director, employee, agent, shareholder, member or Affiliate of any Owner or the Manager (except, in the case of an Owner, for Affiliates that are also Owners hereunder) shall in any manner be personally or individually liable for the acts, omissions, defaults or insolvency obligations of any third party including, but not limited to, Owner or the Manager hereunder or for any investment advisers, custodians, intermediaries claim in any way related to this Agreement or non-discretionary subcontractorsthe performance of the Services. (v) CFS The provisions of this Section 23(e) shall have no responsibility for survive the management expiration and termination of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS CMFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS CMFS will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS CMFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction instruction, documentation or any other information it receives from a Fundan authorized person of the Trust, and shall be without liability for any loss or damage suffered by a Fund the Trust or any of a Fundthe Trust’s customers shareholders as a result of CFSCMFS’s reasonable reliance on and utilization of any such instruction instruction, documentation or other such information. For the avoidance of doubt, CFS CMFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction reasonably believed by it in good faith to have been authorized by an authorized personperson and shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Trust. (iii) CFS CMFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS CMFS with any informationinformation requested by CMFS. (iv) CFS CMFS is not responsible for the acts, omissions, defaults or insolvency of any third party (other than its agents or subcontractors) including, but not limited to, any investment advisers, custodians, intermediaries intermediaries, depositories, telecommunication services companies or non-discretionary subcontractors. Notwithstanding the foregoing, CMFS shall be responsible for the acts of any Delegate. (v) CFS CMFS shall have no responsibility for the management of the investments or any other assets of the Trust, the Trust or its customersshareholders, the distribution of Shares, or the performance of services and maintenance of records related to services normally performed by the Trust’s counsel or its independent auditors, and CFS CMFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund the Trust with the policies, restrictions, guidelines or disclosures investment policies and restrictions applicable to the Fund Trust or any other term or condition of the original documents, operating documents, policies and procedures or registration statementOffering Documents not otherwise within the scope of the contemplated Services. Further, CFS CMFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust. Notwithstanding any provisions of this Agreement to the contrary, CMFS shall be under no duty or obligation to inquire into, and shall not be liable for: the legality of the issue, sale or transfer of any Shares; the sufficiency of the amount to be received in connection therewith, or the authority of the Trust to request such issuance, sale or transfer; the legality of the purchase of any misstatement Shares, the sufficiency of the amount to be paid in connection therewith, or omission the authority of the Trust to request such purchase; the legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares in payment of any stock dividend; or the registration statementlegality of any recapitalization or readjustment of the Shares. (vi) Except as set forth in the exhibits hereto, the The Trust acknowledges that the reporting obligations of CFS CMFS do not constitute a duty to monitor compliance by the Trust, and CFS CMFS shall not be liable for any failure of ensuring compliance by the Fund to comply Trust, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Trust. (vii) CFS shall The Trust acknowledges that CMFS does not be liable for provide valuations with respect to a Trust’s securities or investments, does not verify any valuations provided to it by the errors Trust or any other person, and does not verify the existence of other service providers of any assets in connection with the Trust’s securities or investments but instead relies exclusively on information about valuations and the existence of assets provided to it by the Trust or another third party, including the errors and CMFS shall have no responsibility and shall be without liability for any loss or damage arising with respect to valuation or verification of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS CMFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSCMFS. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CMFS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. CMFS DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this AgreementAgreement to the contrary, CFS hereby disclaims all representations and warranties, express or implied, made the cumulative liability of CMFS to the Trust for all losses, claims, suits, controversies, breaches or damages for any other person, including, without limitation, any warranties regarding quality, suitability cause whatsoever (including but not limited to those arising out of or otherwise (irrespective of any course of dealing, custom or usage of traderelated to this Agreement), and regardless of any services the form of action or any goods provided incidental legal theory, shall not exceed the total amount of compensation paid to services provided CMFS under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this AgreementAgreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred with respect to the Trust.

Limitations on Liability. (i) CFS It is responsible understood that the Escrow Agent shall incur no liability, except for acts of gross negligence or willful misconduct. None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds or otherwise incur any liability in the performance of only those it duties as are expressly set forth herein and in under this Agreement. The Escrow Agent shall incur no liability if it becomes illegal or impossible to carry out any of the Exhibits and Schedules as they may provisions herein. The Escrow Agent shall not be amended from time required to time. CFS will have no implied duties take or obligations. Each party be bound by notice of default of any person, or to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume take any duty action with respect to such default involving any expense or liability, unless written notice of such default is given to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered Escrow Agent by a Fund the undersigned or any of them, and unless the Escrow Agent is indemnified in a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any manner satisfactory to it against such instruction expense or other such informationliability. For the avoidance of doubt, CFS The Escrow Agent shall not be liable and shall be indemnified to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document believed by the Trust Escrow Agent to be signed by the proper party or parties. The Escrow Agent will be entitled to treat as genuine and as the document it purports to be any letter, paper, fax or other document furnished or caused to be furnished to the Escrow Agent. The Escrow Agent shall have no liability with respect to any good faith action taken or allowed by it hereunder, except for acts of gross negligence or willful misconduct. The Escrow Agent shall not be liable for any action error or judgment or for any act done or step taken or omitted by it in good faith or for any mistake or fact or law, except for acts of gross negligence or willful misconduct, or for anything which it may do or refrain from doing in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS connection herewith, and the Escrow Agent shall have no responsibility duties to anyone except those signing this Agreement. The Escrow Agent may consult with legal counsel in the event of any dispute or questions as the interpretation or construction of this Agreement or the Escrow Agent's duties hereunder. In addition, the Escrow Agent shall incur no liability and shall be without liability fully protected in acting in accordance with the opinion and instructions of counsel, except for acts of gross negligence or willful misconduct. In the event of any disagreement between the undersigned or any person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or for any loss money involved herein or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits heretoeffected hereby, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty Escrow Agent shall be entitled at its option to monitor compliance and CFS shall not be liable for any failure of the Fund refuse to comply with any lawssuch claims or demands, regulations or other applicable requirements thereof. (vii) CFS so long as such disagreement shall continue, and in so doing the Escrow Agent shall not be or become liable for damages or interest to the errors undersigned or any of other service providers of the Trustthem, including the errors of pricing services (other than or to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided named in this Agreement, CFS hereby disclaims all representations for its refusal to comply with such conflicting or adverse demands and warranties, express the Escrow Agent shall be entitled to continue so to refrain and refrain and refuse so to act until (i) the rights of the adverse claimants have been finally adjudicated in a court or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except by arbitration as otherwise set forth below assuming and having jurisdiction of the parties and the property involved herein and affected hereby; or (ii) all differences have been adjudicated by agreement and the Escrow Agent has been notified thereof in this Agreementwriting by all of the persons interested.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any information. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS HASI shall have no obligation to review, monitor or otherwise ensure compliance by a the Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementprospectus. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement.prospectus. Huntington Asset Services, Inc. ▇▇▇▇ Investment Advisors, Inc..- 5 (vi) Except as set forth in the exhibits hereto, the The Trust acknowledges that the reporting obligations of CFS HASI do not constitute a duty to monitor compliance by the Fund, and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Fund, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS The Trust acknowledges that HASI does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of any assets in connection with Fund’s securities, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and HASI shall not have no responsibility and shall be liable without liability for the errors any loss or damage arising with respect to valuation or verification of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this AgreementAgreement to the contrary, CFS hereby disclaims all representations and warranties, express or implied, made the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any other person, including, without limitation, any warranties regarding quality, suitability cause whatsoever (including but not limited to those arising out of or otherwise (irrespective of any course of dealing, custom or usage of traderelated to this Agreement), and regardless of any services the form of action or any goods provided incidental legal theory, shall not exceed the total amount of compensation paid to services provided HASI under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this AgreementAgreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) With respect to a Fund that does not value its assets in accordance with Rule 2a-7 under the 1940 Act (a money market fund), notwithstanding anything to the contrary in this Agreement, CFS shall not be liable to the Trust or any shareholder of the Trust for (i) any loss to the Trust if a NAV Difference (defined below) for which CFS would otherwise be liable under this Agreement is less than $0.01 per Fund share or (ii) any loss to a shareholder of the Trust if the NAV Difference for which CFS would otherwise be liable under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder’s account with the Trust is less than or equal to$10. Any loss for which CFS is determined to be liable hereunder shall be reduced by the amount of gain which inures to shareholders, whether to be collected by the Trust or not. For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption is effected; (ii) NAV Differences and any CFS or other responsible party liability therefrom are to be calculated each time a Fund’s (or class’s) NAV is calculated; (iii) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error, Fund losses and gains shall be netted; and (iv) in calculating any NAV Difference for which CFS would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund losses and gains for the Fund’s fiscal year shall be netted. (ix) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ixx) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. a. TO THE EXTENT PERMITTED BY LAW, THE IPO DATA PROVIDER SHALL NOT BE LIABLE (iJOINTLY OR SEVERALLY) CFS TO YOU OR ANY OTHER PERSON FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS, LOST SAVINGS AND LOST REVENUES, EVEN IF THE IPO DATA PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR DAMAGES SUFFERED OR INCURRED ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN DELIVERING IPO PRO OR ANY INACCURACIES, ERRORS OR OMISSIONS IN IPO PRO. b. THE IPO DATA PROVIDER SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INJURY OR DAMAGES CAUSED BY THE NEGLIGENCE OF THE IPO DATA PROVIDER ARISING IN CONNECTION WITH IPO PRO. c. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. If any applicable authority holds any portion of these Terms of Use to be unenforceable, then the IPO Data Provider’s liability will be limited to the fullest possible extent permitted by applicable law. d. If the IPO Data Provider is responsible found to be liable to you for any damage or loss which arises or is in any way connected to your use of IPO Pro, its liability to you shall in no event exceed the performance of only those duties as are expressly set forth herein and fee paid by you, if any, for access to such materials in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for month in which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness such cause of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith is alleged to have been authorized by an authorized personarisen. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible for The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the performance proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of only those duties as are expressly set forth herein and in any designated officer of the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties Administrative Agent or obligations. Each party to (b) the Agreement shall mitigate damages for which verbal instructions of the other party may become responsible hereunderAdministrative Agent. (iib) CFS The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its bad faith, willful misconduct or gross negligence in the performance or omission of its duties, including its duties in taking and retaining custody of the Collateral Asset Files. (d) The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationCollateral Custodian. (ivf) CFS is The Collateral Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or the like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement, in each case as shall have been determined in a final and non-discretionary subcontractorsappealable judgement by a court of competent jurisdiction. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of the Maturity Date or absent the continuance of an Event of Default, request instructions from the Servicer and may, after the occurrence of the Maturity Date or during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) In the absence of bad faith on the part of the Collateral Custodian, the Collateral Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document furnished to the Collateral Custodian, reasonably believed by the Collateral Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document, certificate, opinion or other document which by any provision hereof is specifically required to be furnished to the Collateral Custodian, the Collateral Custodian shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt, Collateral Custodian may rely conclusively on certificates of a Responsible Officer delivered by the Servicer. The Collateral Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action, except to the extent that such inaccuracies or errors are caused by the Collateral Custodian’s own bad faith, willful misconduct or gross negligence. (j) Without limiting the generality of any terms of this Section 12.14, the Collateral Custodian shall have no liability for any failure, inability or unwillingness on the part of the Servicer, the Administrative Agent, the Borrower or any other Person to provide accurate and complete information on a timely basis to the Collateral Custodian, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy, delay or error in the performance or observance on the Collateral Custodian’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof, except in the case of the Collateral Custodian’s own bad faith, willful misconduct or gross negligence. (k) The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. It is expressly acknowledged by the Borrower, the Servicer and the Administrative Agent that application and performance by the Collateral Custodian of its various duties hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Servicer, the Administrative Agent, the Borrower and/or any related bank agent, obligor or similar party with respect to the Collateral Asset, and the Collateral Custodian shall have no responsibility for the management accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the investments Collateral Custodian to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral is in default or in compliance with the underlying documents governing or securing such securities, from time to time. (l) Neither the Collateral Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Servicer, Borrower or any other assets Person, except by reason of acts or omissions by the Collateral Custodian constituting bad faith, willful misfeasance, gross negligence or reckless disregard of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementCollateral Custodian’s duties hereunder. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS UAS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS UAS will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS UAS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a the Fund, and shall be without liability for any loss or damage suffered by a the Fund or any of a the Fund’s customers as a result of CFSUAS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS UAS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS UAS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS UAS with any information.information requested by UAS. Ultimus Asset Services, LLC [ ]/2016 Capitol Series Trust - 5 (iv) CFS UAS is not responsible for the acts, omissions, defaults or insolvency of any third party other than its agents or subcontractors, including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS UAS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS UAS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in a prospectus or statement of additional information of the registration statementTrust other than those misstatements or omissions in the prospectus or statement of additional information directly caused by UAS. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS UAS shall not be liable for any failure of ensuring compliance by the Fund to comply with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS shall The Trust acknowledges that UAS does not be liable for provide valuations with respect to the errors of Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other service providers person, and does not verify the existence of the TrustFund’s assets, including products or services but instead relies exclusively on information about valuations and the errors existence of pricing services (other than assets provided to pursue all reasonable claims against it by the pricing service based on the pricing services’ standard contracts entered into by CFS) Fund or another third party, and errors in information provided by an investment adviser UAS shall have no responsibility and shall be without liability for any loss or damage arising with respect to a Fund custodian (including prices and pricing formulas and untimely transmission valuation or verification of trade information)assets. (viii) CFS UAS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSUAS. (ix) Except as expressly EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HAS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. UAS DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of UAS to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to UAS under this Agreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred; provided in that if such date is during the first twelve (12) months of this Agreement, CFS hereby disclaims all representations and warranties, express then UAS’s cumulative liability shall not exceed the total amount of compensation paid or implied, made to payable by the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided UAS under this Agreement. CFS disclaims any warranty Agreement during the first twelve (12) months of title or non-infringement except as otherwise set forth in this Agreement.; and further provided that the foregoing shall not apply to any liability arising as a result of the willful default, fraud or negligence of UAS. Ultimus Asset Services, LLC [ ]/2016 Capitol Series Trust - 6

Limitations on Liability. (i) CFS is responsible Notwithstanding anything herein to the contrary, neither the Manager nor any director, officer, employee or agent of the Manager shall be under any liability to the Co-Issuers or Owners or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Manager against any liability to the Co-Issuers, the Owners or the Indenture Trustee for the material breach of a representation or warranty made by the Manager herein or against any liability which would otherwise be imposed on the Manager solely attributable to the Manager’s fraud, negligence or willful misconduct in the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible Services hereunder. (ii) CFS shall have no responsibility No party will be liable to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from a Fundthe relationship of the parties or the conduct of business under, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubtbreach of, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personthis Agreement. (iii) CFS shall Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have no responsibility and at law, in equity, or by statute, any liability of the Co-Issuers or an Owner to the Manager shall be without satisfied only from such Owner’s interest in the Collateral and the proceeds thereof, and then only to the extent that such Owner has funds available to satisfy such liability for in accordance with the Indenture and the other Transaction Documents (any loss or damage caused by such available funds being hereinafter referred to as “Available Funds”). In the failure event the Available Funds of an Owner are insufficient to pay in full any such liabilities of an Owner, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Owner unless and until a proceeding of the Trust to provide CFS with any informationtype described in Section 23(j) is commenced against such Owner by a party other than the Manager. (iv) CFS is not responsible No officer, director, employee, agent, shareholder, member or Affiliate of any Owner or the Manager (except, in the case of an Owner, for Affiliates that are also Owners hereunder) shall in any manner be personally or individually liable for the acts, omissions, defaults or insolvency obligations of any third party including, but not limited to, Owner or the Manager hereunder or for any investment advisers, custodians, intermediaries claim in any way related to this Agreement or non-discretionary subcontractorsthe performance of the Services. (v) CFS The provisions of this Section 22(e) shall have no responsibility for survive the management termination of the investments this Agreement (whether in whole or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade informationpart). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS The Sellers’ Representative is responsible for acting solely in an agency capacity in connection with this Agreement and the performance of only those duties as are expressly set forth herein Escrow Agreement and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties personal liability to any Person for any action taken, or obligations. Each party inaction, in its capacity of the Sellers’ Representative, except to the Agreement extent it is determined by a court of competent jurisdiction, in a final non-appealable order, to have resulted directly and solely from the gross negligence or willful misconduct of the Sellers’ Representative. In no event shall mitigate damages for which the other party may become responsible hereunderSellers’ Representative be deemed to have any fiduciary duty or obligation to any Person. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE SELLERS’ REPRESENTATIVE BE LIABLE TO ANY PERSON FOR ANY SPECIAL, SPECULATIVE, REMOTE, EXEMPLARY, INDIRECT, INCIDENTAL, TREBLE, CONSEQUENTIAL OR PUNITIVE DAMAGES. (iib) CFS In connection with the exercise of its duties, the Sellers’ Representative will be entitled to consult with and rely upon legal counsel (including Sellers’ Counsel) and other professional advisors, with the costs thereof (and all other out-of-pocket costs reasonably incurred by the Sellers’ Representative incident to discharging its duties under this Agreement) to be allocated among the Sellers in accordance with their respective Base Percentages (the amount of which may be withheld from any payment due to such Seller hereunder). (c) The Sellers’ Representative shall have no responsibility be protected in acting upon any written notice, consent, receipt or other paper or document furnished to reviewit, confirm or otherwise assume any duty with respect not only as to its due execution, validity and effectiveness, but also as to the accurateness or completeness truth and accuracy of any instruction or any other information it receives from a Fundtherein contained, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationinquiry. For the avoidance of doubt, CFS The Sellers’ Representative shall not be liable and shall be indemnified by the Trust for any action error of judgment or for any act done or step taken or omitted by it in good faith in reliance on faith, or for any instruction believed by it in good faith to have been authorized by an authorized personmistake of fact or Law. (iiid) CFS The Sellers’ Representative shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any informationduties except those which are expressly set forth herein. (ive) CFS is not responsible for Each Seller, in accordance with such Seller’s respective Base Percentage, shall indemnify, defend and hold the actsSellers’ Representative harmless from and against any and all claims, omissionslosses, defaults liabilities, damages and expenses (including reasonable attorneys’ fees and costs) which the Sellers’ Representative may suffer or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust sustain as a result of any breach of action taken, or not taken, in good faith hereunder. The Sellers’ Representative shall not be obligated to take any action contemplated by this Agreement until the investment policies, objectives, guidelines or restrictions applicable Sellers shall have paid to the Trust or any misstatement or omission Sellers’ Representative sufficient amounts to pay in full all such expenses and obligations (which payment shall be made by the registration statementSellers in accordance with their respective Base Percentages). (vif) Except as set forth The Buyer agrees that: (i) the Sellers’ Representative is serving in such capacity solely for purposes of administrative convenience; (ii) the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS Sellers’ Representative shall not be liable in such capacity for any failure of the Fund to comply with obligations of any laws, regulations or other applicable requirements thereof. Seller hereunder; (viiiii) CFS and the Buyer shall not be liable look to the assets of the Sellers’ Representative for the errors satisfaction of other service providers of the Trust, including the errors of pricing services any obligations to be performed (other than or payment to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFSbe made) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSSeller hereunder. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any informationinformation requested by HASI. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party other than its agents or subcontractors, including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors.. Huntington Asset Services, Inc. Capitol Series Trust- 5 (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in a prospectus or statement of additional information of the registration statementTrust other than those misstatements or omissions in the prospectus or statement of additional information directly caused by HASI. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Funds with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS shall The Trust acknowledges that HASI does not be liable for provide valuations with respect to the errors of Funds’ securities, products or services, does not verify any valuations provided to it by the Funds or any other service providers person, and does not verify the existence of the TrustFunds’ assets, including products or services but instead relies exclusively on information about valuations and the errors existence of pricing services (other than assets provided to pursue all reasonable claims against it by the pricing service based on the pricing services’ standard contracts entered into by CFS) Fund or another third party, and errors in information provided by an investment adviser HASI shall have no responsibility and shall be without liability for any loss or damage arising with respect to a Fund custodian (including prices and pricing formulas and untimely transmission valuation or verification of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to HASI under this Agreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred; provided in that if such date is during the first twelve (12) months of this Agreement, CFS hereby disclaims all representations and warranties, express then HASI’s cumulative liability shall not exceed the total amount of compensation paid or implied, made to payable by the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided HASI under this Agreement. CFS disclaims any warranty Agreement during the first twelve (12) months of title or non-infringement except as otherwise set forth in this Agreement; and further provided that the foregoing shall not apply to any liability arising as a result of the willful default, fraud or negligence of HASI. Huntington Asset Services, Inc. Capitol Series Trust- 6 (c) MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL OR PUNITIVE DAMAGES, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS, REVENUE OR ANTICIPATED SAVINGS, IN RELATION TO THIS AGREEMENT, WHETHER OR NOT THE RELEVANT LOSS WAS FORESEEABLE, OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR THAT SUCH LOSS WAS IN CONTEMPLATION OF THE OTHER PARTY.

Limitations on Liability. (i) CFS is responsible for The Trustee may execute any of the performance trusts or powers hereof and perform the duties required of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties it hereunder by or obligations. Each party to the Agreement shall mitigate damages for which the through attorneys, other party may become responsible hereunder. (ii) CFS shall have no responsibility to reviewprofessionals, confirm agents, receivers or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundemployees, and shall be without liability entitled to and may conclusively rely upon advice of counsel concerning all matters of trust and its duties hereunder and shall not be answerable for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization the conduct of any such instruction attorney, agent, receiver or other employee if appointed by the Trustee with reasonable care, and the advice of any such informationcounsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted hereunder in good faith and reliance thereon, and may in all cases pay such reasonable compensation to such attorneys, agents, receivers or employees as may be reasonably employed in connection with the trusts hereof. For The Trustee shall not be answerable for the avoidance exercise of doubtany discretion or power under this Indenture or for anything whatsoever in connection with the trusts created hereby, CFS except only for its own negligence or willful misconduct. The Trustee shall not be liable and shall be indemnified by the Trust for with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Bonds Outstanding relating to the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder. The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein. The Trustee shall not be liable for any error of judgment made in good faith by an officer, director or employee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Indenture unless there shall have been provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of willful misconduct on its part, conclusively rely upon an Officers’ Certificate. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel or Favorable Opinion of Bond Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance on thereon. The Trustee shall not be bound to make any instruction believed investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to have been be authorized or within the discretion or rights or powers conferred upon it by an authorized person. (iii) CFS this Indenture. In no event shall have no responsibility and shall the Trustee be without liability responsible or liable for any special, indirect, punitive or consequential loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party kind whatsoever (including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (vloss of profit) CFS shall have no responsibility for irrespective of whether the management Trustee has been advised of the investments or any other assets likelihood of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any such loss or damage suffered by the Trust as a result of any breach and regardless of the investment policiesform of action. The rights, objectivesprivileges, guidelines or restrictions applicable protections, immunities and benefits given to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other personTrustee, including, without limitation, any warranties regarding qualityits right to be indemnified, suitability are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In situations where a Favorable Opinion of Bond Counsel or an opinion of Bond Counsel is required or requested to be delivered under this Indenture, the Loan Agreement or the Tax Agreement after the date of delivery of the Bonds, the Trustee shall accept (unless otherwise directed by the Company) an opinion in such form and with such disclosures as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the United States Treasury Department regulations governing practice before the Internal Revenue Service (irrespective of any course of dealing, custom or usage of tradeCircular 230), 31 CFR Part 10. Whether or not expressly so provided, every provision of any services this Indenture relating to the conduct or any goods provided incidental affecting the liability of the Trustee shall be subject to services provided under the provisions of this AgreementArticle IX and shall extend to the Registrar and employees and agents of the Trustee and the Registrar. CFS disclaims any warranty The Trustee shall have no liability or responsibility for the action or inaction of title the Registrar (that is not the Trustee), the Issuer or non-infringement except as otherwise set forth in the Company. The provisions of this AgreementSection 9.03 shall survive the termination of this Indenture and the replacement or resignation of the Trustee hereunder.

Limitations on Liability. (i) CFS It is responsible understood that the Escrow Agent shall incur no liability, except for acts of gross negligence or willful misconduct, and be under no obligation to take any steps or action to assure that any funds are actually received by the Escrow Agent. None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds or otherwise incur any liability in the performance of only those it duties as are expressly set forth herein under this Agreement and in it shall be under no obligation to make any payment before all times for returns have expired and except out of the Exhibits funds received, after deduction of its fees and Schedules as they may expenses. The Escrow Agent shall incur no liability if it becomes illegal or impossible to carry out any of the provisions herein. The Escrow Agent shall not be amended from time required to time. CFS will have no implied duties take or obligations. Each party be bound by notice of default of any person, or to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume take any duty action with respect to such default involving any expense or liability, unless written notice of such default is given to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered Escrow Agent by a Fund the undersigned or any of them, and unless the Escrow Agent is indemnified in a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any manner satisfactory to it against such instruction expense or other such informationliability. For the avoidance of doubt, CFS The Escrow Agent shall not be liable and shall be indemnified to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document believed by the Trust Escrow Agent to be signed by the proper party or parties. The Escrow Agent will be entitled to treat as genuine and as the document it purports to be any letter, paper, telex or other document furnished or caused to be furnished to the Escrow Agent. The Escrow Agent shall have no liability with respect to any good faith action taken or allowed by it hereunder, except for acts of gross negligence or willful misconduct. The Escrow Agent shall not be liable for any action error or judgment or for any act done or step taken or omitted by it in good faith or for any mistake or fact or law, except for acts of gross negligence or willful misconduct, or for anything which it may do or refrain from doing in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS connection herewith, and the Escrow Agent shall have no responsibility duties to anyone except those signing this Agreement. The Escrow Agent may consult with legal counsel in the event of any dispute or questions as the interpretation or construction of this Agreement or the Escrow Agent’s duties hereunder. In addition, the Escrow Agent shall incur no liability and shall be without liability fully protected in acting in accordance with the opinion and instructions of counsel, except for acts of gross negligence or willful misconduct. In the event of any disagreement between the undersigned or any person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or for any loss money involved herein or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits heretoeffected hereby, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty Escrow Agent shall be entitled at its option to monitor compliance and CFS shall not be liable for any failure of the Fund refuse to comply with any lawssuch claims or demands, regulations or other applicable requirements thereof. (vii) CFS so long as such disagreement shall continue, and in so doing the Escrow Agent shall not be or become liable for damages or interest to the errors undersigned or any of other service providers of the Trustthem, including the errors of pricing services (other than or to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided named in this Agreement, CFS hereby disclaims all representations for its refusal to comply with such conflicting or adverse demands; and warranties, express the Escrow Agent shall be entitled to continue so to refrain and refrain and refuse so to act until (i) the rights of the adverse claimants have been finally adjudicated in a court or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except by arbitration as otherwise set forth below assuming and having jurisdiction of the parties and the money involved herein and affected hereby; or (ii) all differences have been adjudicated by agreement and the Escrow Agent has been notified thereof in this Agreementwriting by all of the persons interested.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability implied in this Agreement against the Collateral Custodian. USActive 58353885.2 (f) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any loss failure or damage caused by delay in the failure performance of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsits obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure Each of the Fund to comply with any lawsprotections, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trustreliances, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Collateral Custodian.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any information. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS HASI shall have no obligation to review, monitor or otherwise ensure compliance by a the Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementprospectus. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement.prospectus. Huntington Asset Services, Inc. B▇▇▇▇▇▇, ▇▇▇▇▇▇ & S▇▇▇▇▇▇, Inc.- 5 (vi) Except as set forth in the exhibits hereto, the The Trust acknowledges that the reporting obligations of CFS HASI do not constitute a duty to monitor compliance by the Fund, and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Fund, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS The Trust acknowledges that HASI does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of any assets in connection with Fund’s securities, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and HASI shall not have no responsibility and shall be liable without liability for the errors any loss or damage arising with respect to valuation or verification of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this AgreementAgreement to the contrary, CFS hereby disclaims all representations and warranties, express or implied, made the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any other person, including, without limitation, any warranties regarding quality, suitability cause whatsoever (including but not limited to those arising out of or otherwise (irrespective of any course of dealing, custom or usage of traderelated to this Agreement), and regardless of any services the form of action or any goods provided incidental legal theory, shall not exceed the total amount of compensation paid to services provided HASI under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this AgreementAgreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction instruction, documentation or any other information it receives from a Fundan authorized person of the Trust, and shall be without liability for any loss or damage suffered by a Fund the Trust or any of a Fundthe Trust’s customers shareholders as a result of CFS’s reasonable reliance on and utilization of any such instruction instruction, documentation or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction reasonably believed by it in good faith to have been authorized by an authorized personperson and shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Trust. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any informationinformation requested by CFS. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party (other than its agents or subcontractors) including, but not limited to, any investment advisers, custodians, intermediaries intermediaries, depositories, telecommunication services companies or non-discretionary subcontractors. Notwithstanding the foregoing, CFS shall be responsible for the acts of any Delegate. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust, the Trust or its customersshareholders, the distribution of Shares, or the performance of services and maintenance of records related to services normally performed by the Trust’s counsel or its independent auditors, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund the Trust with the policies, restrictions, guidelines or disclosures investment policies and restrictions applicable to the Fund Trust or any other term or condition of the original documents, operating documents, policies and procedures or registration statementOffering Documents not otherwise within the scope of the contemplated Services. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust. Notwithstanding any provisions of this Agreement to the contrary, CFS shall be under no duty or obligation to inquire into, and shall not be liable for: the legality of the issue, sale or transfer of any Shares; the sufficiency of the amount to be received in connection therewith, or the authority of the Trust to request such issuance, sale or transfer; the legality of the purchase of any misstatement Shares, the sufficiency of the amount to be paid in connection therewith, or omission the authority of the Trust to request such purchase; the legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares in payment of any stock dividend; or the registration statementlegality of any recapitalization or readjustment of the Shares. (vi) Except as set forth in the exhibits hereto, the The Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance by the Trust, and CFS shall not be liable for any failure of ensuring compliance by the Fund to comply Trust, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Trust. (vii) The Trust acknowledges that CFS does not provide valuations with respect to a Trust’s securities or investments, does not verify any valuations provided to it by the Trust or any other person, and does not verify the existence of any assets in connection with the Trust’s securities or investments but instead relies exclusively on information about valuations and the existence of assets provided to it by the Trust or another third party, and CFS shall not have no responsibility and shall be liable without liability for the errors any loss or damage arising with respect to valuation or verification of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CFS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. CFS DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this AgreementAgreement to the contrary, the cumulative liability of CFS hereby disclaims all representations and warranties, express or implied, made to the Trust for all losses, claims, suits, controversies, breaches or damages for any other person, including, without limitation, any warranties regarding quality, suitability cause whatsoever (including but not limited to those arising out of or otherwise (irrespective of any course of dealing, custom or usage of traderelated to this Agreement), and regardless of any services the form of action or any goods provided incidental legal theory, shall not exceed the total amount of compensation paid to services provided CFS under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this AgreementAgreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred with respect to the Trust.

Limitations on Liability. (ia) CFS is responsible for The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document or electronic communication delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the performance proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of only those duties as are expressly set forth herein and in any designated officer of the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties Administrative Agent or obligations. Each party to (b) the Agreement shall mitigate damages for which verbal instructions of the other party may become responsible hereunderAdministrative Agent. (iib) CFS The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its bad faith, willful misconduct or gross negligence in the performance or omission of its duties, including its duties in taking and retaining custody of the Collateral Asset Files. (d) The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationCollateral Custodian. (ivf) CFS is The Collateral Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of the Maturity Date or absent the continuance of an Event of Default, request instructions from the Servicer and may, after the occurrence of the Maturity Date or during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The USActive 57710049.13-133- Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) In the absence of bad faith on the part of the Collateral Custodian, the Collateral Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document or electronic communication furnished to the Collateral Custodian, reasonably believed by the Collateral Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document, certificate, opinion or other document or electronic communication which by any provision hereof is specifically required to be furnished to the Collateral Custodian, the Collateral Custodian shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt, Collateral Custodian may rely conclusively on certificates of a Responsible Officer delivered by the Servicer. The Collateral Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. (j) Without limiting the generality of any terms of this Section 13.122, the Collateral Custodian shall have no liability for any failure, inability or unwillingness on the part of the Servicer, the Administrative Agent, the Borrower or any other Person to provide accurate and complete information on a timely basis to the Collateral Custodian, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy, delay or error in the performance or observance on the Collateral Custodian’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. (k) The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document or electronic communication; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. It is expressly acknowledged by the Borrower, the Servicer and the Administrative Agent that application and performance by the Collateral Custodian of its various duties hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Servicer, the Administrative Agent, the Borrower and/or any related bank agent, obligor or similar party with respect to the Collateral Asset, and the Collateral Custodian shall have no responsibility for the management accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the investments Collateral Custodian to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral is in default or in compliance with the underlying documents governing or securing such securities, from time to time. (l) Neither the Collateral Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Servicer, Borrower or any other assets Person, except by reason of acts or omissions by the Collateral Custodian constituting bad faith, willful misconduct or gross negligence of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementCollateral Custodian’s duties hereunder. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or nonUSActive 57710049.13-infringement except as otherwise set forth in this Agreement.134-

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and CFS)and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any information. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS HASI shall have no obligation to review, monitor or otherwise ensure compliance by a the Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementprospectus. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement.prospectus. Huntington Asset Services, Inc. SMI Advisory Services, LLC- 5 (vi) Except as set forth in the exhibits hereto, the The Trust acknowledges that the reporting obligations of CFS HASI do not constitute a duty to monitor compliance by the Fund, and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Fund, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS The Trust acknowledges that HASI does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of any assets in connection with Fund’s securities, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and HASI shall not have no responsibility and shall be liable without liability for the errors any loss or damage arising with respect to valuation or verification of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this AgreementAgreement to the contrary, CFS hereby disclaims all representations and warranties, express or implied, made the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any other person, including, without limitation, any warranties regarding quality, suitability cause whatsoever (including but not limited to those arising out of or otherwise (irrespective of any course of dealing, custom or usage of traderelated to this Agreement), and regardless of any services the form of action or any goods provided incidental legal theory, shall not exceed the total amount of compensation paid to services provided HASI under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this AgreementAgreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.

Limitations on Liability. (i) CFS UAS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS UAS will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS UAS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a the Fund, and shall be without liability for any loss or damage suffered by a the Fund or any of a the Fund’s customers as a result of CFSUAS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS UAS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS UAS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS UAS with any informationinformation requested by UAS. (iv) CFS UAS is not responsible for the acts, omissions, defaults or insolvency of any third party other than its agents or subcontractors, including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS UAS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS UAS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in a prospectus or statement of additional information of the registration statementTrust other than those misstatements or omissions in the prospectus or statement of additional information directly caused by UAS. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS UAS shall not be liable for any failure of ensuring compliance by the Fund to comply with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS shall The Trust acknowledges that UAS does not be liable for provide valuations with respect to the errors of Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other service providers person, and does not verify the existence of the TrustFund’s assets, including products or services but instead relies exclusively on information about valuations and the errors existence of pricing services (other than assets provided to pursue all reasonable claims against it by the pricing service based on the pricing services’ standard contracts entered into by CFS) Fund or another third party, and errors in information provided by an investment adviser UAS shall have no responsibility and shall be without liability for any loss or damage arising with respect to a Fund custodian (including prices and pricing formulas and untimely transmission valuation or verification of trade information)assets. (viii) CFS UAS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSUAS. (ix) Except as expressly EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, UAS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. UAS DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of UAS to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to UAS under this Agreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred; provided in that if such date is during the first twelve (12) months of this Agreement, CFS hereby disclaims all representations and warranties, express then UAS’s cumulative liability shall not exceed the total amount of compensation paid or implied, made to payable by the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided UAS under this Agreement. CFS disclaims any warranty Agreement during the first twelve (12) months of title or non-infringement except as otherwise set forth in this Agreement; and further provided that the foregoing shall not apply to any liability arising as a result of the willful default, fraud or negligence of UAS.

Limitations on Liability. (ia) CFS is responsible The duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, and the Trustee shall not be liable except for the performance of only those such duties and obligations as are expressly specifically set forth herein and in this Agreement. The liability of the Trustee for the payment of the Redemption Price to the holders of the Convertible Preferred Stock shall be limited to the application of the cash (or any other assets) in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunderTrust Estate. (iib) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a FundThe Trustee may rely, and shall be without liability for protected in acting or refraining from acting in reliance upon, any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction direction, certificate, statement or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. (c) The Trustee may consult with counsel or other experts and any written opinion of such information. For the avoidance of doubt, CFS shall not be liable and counsel or other experts shall be indemnified by the Trust for full and complete authorization and protection with respect to any action taken or suffered or omitted by it the Trustee hereunder in good faith and in reliance on any instruction believed by it in good faith to have been authorized by an authorized personaccordance with such opinion of counsel or other experts. (iiid) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS The Trustee shall not be liable for any failure of actions taken, suffered or omitted by it and believed by it to be authorized or within its duties or powers conferred upon it by this Agreement so long as the Fund to comply Trustee is not acting in bad faith or with any laws, regulations or other applicable requirements thereofnegligence. (viie) CFS The Trustee may execute any of the trust powers hereunder and perform any duty hereunder and exercise any right hereunder either directly or by or through its agents or attorneys. (f) The Trustee shall have no duty with respect to amounts payable to it in respect of the Trust Estate other than to receive them and to apply the amounts actually received in accordance with this Agreement. The Trustee shall not be obligated to take legal action to enforce the payment obligations of the issuers of any securities in the Trust Estate. The Company may, after 10 days' written notice to the Trustee, enforce any such obligations, in the Company's name or in the Trustee's name, at the Company's sole expense. (g) The Trustee shall have no duty to see to any filing, recording or registration of this Agreement or of any agreement amendatory or supplemental hereto or of any instrument of assignment, conveyance, or further assurance, or to the payment of any taxes, fees or charges in connection therewith, or to give any notice with respect thereto or to inquire or see to the payment of, or be under any duty in respect of, any tax or assessment or other governmental charge which may be levied or assessed on the Trust Estate or any part thereof or against the Company. The Trustee shall cooperate with the Company to the extent necessary to enable the Company to take any of the actions contemplated by this paragraph, but all at the Company's expense. (h) The Trustee shall not be required to post any bond or other security or risk any funds in connection with its duties as Trustee hereunder. (i) The Trustee shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising resulting from any investment made pursuant to the misuse or sharing terms of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementprovided by Section 4.1(d) hereof.

Limitations on Liability. (ia) CFS is responsible for the performance of only those duties as are expressly set forth herein The Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter or other document delivered to it and that it reasonably and in good faith it believes to be genuine and that has been signed by the Exhibits proper party or parties. The Document Custodian may rely conclusively on and Schedules as they may shall be amended from time to time. CFS will have no implied duties or obligations. Each party to fully protected in acting upon the Agreement shall mitigate damages for which written instructions of any designated officer of the other party may become responsible hereunderAdministrative Agent. (iib) CFS The Document Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Document Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (d) The Document Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Document Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Document Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationDocument Custodian. (ivf) CFS is The Document Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Document Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Document Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, prior to the Termination Date or at any time an Event of Default is not continuing, request instructions from the Collateral Manager and may, after the Termination Date or following the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Collateral Manager or the Administrative Agent, as applicable. The Document Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Administrative Agent in accordance herewith. In no event shall the Document Custodian be liable for special, indirect, punitive or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Document Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure Each of the Fund to comply with any lawsprotections, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trustreliances, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Custodian in Section 7.4 and Section 7.6 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Document Custodian.

Limitations on Liability. (ia) CFS is responsible The Document Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document or electronic communication delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Document Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of (x) prior to the occurrence of an Event of Default or a Servicer Event of Default, the Servicer or (y) at all times, the Agent or (b) the verbal instructions of (x) prior to the occurrence of an Event of Default or a Servicer Event of Default, the Servicer or (y) at all times, the Agent, and no party shall have any right of action whatsoever against the Document Custodian as a result of the Document Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Agent. (b) The Document Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Document Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Document Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Document Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS shall have no responsibility The duties, obligations and responsibilities of the Document Custodian shall be without liability for any loss or damage caused determined solely by the failure express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, Document Custodian. Any permissive right of the Trust Document Custodian to provide CFS with take any informationaction hereunder shall not be construed as a duty. (ivf) CFS is The Document Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Document Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Document Custodian as contemplated by this Agreement, it being understood that the Document Custodian shall use commercially reasonable efforts to maintain performance and, if necessary, resume performance as soon as practicable under the circumstances. (vg) CFS It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Agent, as applicable. The Document Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable (x) prior to the Fund occurrence of an Event of Default or any other term a Servicer Event of Default, the Servicer or condition of (y) at all times, the original documentsAgent. In no event shall the Document Custodian be liable for special, operating documentsindirect, policies and procedures punitive, incidental or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Document Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure Each of the Fund to comply with any lawsprotections, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trustreliances, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) indemnities and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made immunities offered to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Collateral Agent in Section 11.7 and Section 11.8 shall be afforded to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Document Custodian.

Limitations on Liability. (ia) CFS is responsible for The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the performance proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of only those duties as are expressly set forth herein and in any designated officer of the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties Administrative Agent or obligations. Each party to (b) the Agreement shall mitigate damages for which verbal instructions of the other party may become responsible hereunderAdministrative Agent. (iib) CFS The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its bad faith, willful misconduct or gross negligence in the performance or omission of its duties, including its duties in taking and retaining custody of the Collateral Asset Files. (d) The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such informationthe Collateral. For the avoidance of doubt, CFS The Collateral Custodian shall not be liable and shall be indemnified by the Trust for obligated to take any action taken hereunder that might in its judgment involve any expense or omitted by liability unless it in good faith in reliance on any instruction believed by it in good faith has been furnished with an indemnity reasonably satisfactory to have been authorized by an authorized personit. (iiie) CFS The Collateral Custodian shall have no responsibility duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for any loss or damage caused by implied in this Agreement against the failure of the Trust to provide CFS with any informationCollateral Custodian. (ivf) CFS is The Collateral Custodian shall not responsible be required to expend or risk its own funds in the performance of its duties hereunder. In no event shall the Collateral Custodian be liable for any failure or delay in the actsperformance of its obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement. (vg) CFS It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of the Maturity Date or absent the continuance of an Event of Default, request instructions from the Servicer and may, after the occurrence of the Maturity Date or during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) In the absence of bad faith on the part of the Collateral Custodian, the Collateral Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document furnished to the Collateral Custodian, reasonably believed by the Collateral Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document, certificate, opinion or other document which by any provision hereof is specifically required to be furnished to the Collateral Custodian, the Collateral Custodian shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that they conform on their face to the form required by such provision. For avoidance of doubt, Collateral Custodian may rely conclusively on certificates of a Responsible Officer delivered by the Servicer. The Collateral Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action, except to the extent that such inaccuracies or errors are caused by the Collateral Custodian’s own bad faith, willful misconduct or gross negligence. (j) Without limiting the generality of any terms of this Section 12.14, the Collateral Custodian shall have no liability for the acts or omissions of the Borrower, the Servicer, the Administrative Agent or any other Person and shall have no liability for any failure, inability or unwillingness on the part of the Servicer, the Administrative Agent, the Borrower or any other Person to provide accurate and complete information on a timely basis to the Collateral Custodian, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy, delay or error in the performance or observance on the Collateral Custodian’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof, except in the case of the Collateral Custodian’s own bad faith, willful misconduct or gross negligence. (k) The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. It is expressly acknowledged by the Borrower, the Servicer and the Administrative Agent that application and performance by the Collateral Custodian of its various duties hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Servicer, the Administrative Agent, the Borrower and/or any related bank agent, obligor or similar party with respect to the Collateral Asset, and the Collateral Custodian shall have no responsibility for the management accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Custodian to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral is in default or in compliance with the underlying documents governing or securing such securities, from time to time. (l) Neither the Collateral Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Servicer, Borrower or any other Person, except by reason of acts or omissions by the Collateral Custodian constituting bad faith, willful misfeasance, gross negligence or reckless disregard of the Collateral Custodian’s duties hereunder. (m) In no event shall the Collateral Custodian be liable for the selection by the Servicer, any Secured Party, or the Administrative Agent of any investments or any other assets of the Trust losses in connection therewith, or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund Borrower or the Administrative Agent, as applicable, to comply timely provide investment instruction to the Collateral Custodian in connection with the investment of funds in or from any lawsaccount set forth herein (in each case, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for except to the errors extent the Collateral Custodian is otherwise in breach of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade informationits express obligations hereunder). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Trust, and shall be without liability for any loss or damage suffered by a Fund the Trust or any of a Fundthe Trust’s customers shareholders as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any informationinformation requested by HASI. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party other than its agents or subcontractors, including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementshareholders. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statementOffering Documents of the Trust other than those misstatements or omissions in the Offering Documents directly caused by HASI. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Trust with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Trust. (vii) CFS shall The Trust acknowledges that HASI does not be liable for provide valuations with respect to the errors of Trust’s portfolio securities, products or services, does not verify any valuations provided to it by the Trust or any other service providers person, and does not verify the existence of the Trust’s assets, including products or services but instead relies exclusively on information about valuations and the errors existence of pricing services (other than assets provided to pursue all reasonable claims against it by the pricing service based on the pricing services’ standard contracts entered into by CFS) Trust or another third party, and errors in information provided by an investment adviser HASI shall have no responsibility and shall be without liability for any loss or damage arising with respect to a Fund custodian (including prices and pricing formulas and untimely transmission valuation or verification of trade information).assets. Huntington Asset Services, Inc. Cross Shore Discovery Fund-6 (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to HASI under this Agreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred; provided in that if such date is during the first twelve (12) months of this Agreement, CFS hereby disclaims all representations and warranties, express then HASI’s cumulative liability shall not exceed the total amount of compensation paid or implied, made to payable by the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided HASI under this Agreement. CFS disclaims any warranty Agreement during the first twelve (12) months of title or non-infringement except as otherwise set forth in this Agreement; and further provided that the foregoing shall not apply to any liability arising as a result of the willful default, fraud or negligence of HASI.

Limitations on Liability. (ia) CFS is responsible The Reinsurer shall not indemnify or be liable pursuant to this Agreement or otherwise for any of the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party Company's risk, to the Agreement extent any damages result from the negligent acts or omissions to act, reckless or intentional wrongs, fraud, oppression or bad faith of the Company. The Reinsurer shall mitigate damages be liable and indemnify the Company fully for which all losses arising from the other party may become responsible negligent acts or omissions to act, reckless or intentional wrongs, fraud, oppression or bad faith of the Reinsurer acting in connection with a HMO Plan reinsured hereunder. (iib) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, The Company does not indemnify and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and pursuant to this Agreement or otherwise for any of the Reinsurer's risk, to the extent any damages result from the negligent acts or omissions to act, reckless or intentional wrongs, fraud, oppression or bad faith of the Reinsurer. The Company shall be indemnified liable and indemnify the Reinsurer fully for all losses arising from the negligent acts or omissions to act, reckless or intentional wrongs, fraud, oppression or bad faith of the Company acting in connection with a HMO Plan reinsured hereunder. (c) The Reinsurer shall be liable, based on the applicable percentages set forth in Section 2.1 and Schedule A, and subject to the election permitted by Section 6.2, for any losses arising from non-negligent acts or omissions to act taken by the Trust for any action taken or omitted by it Company in good faith in reliance on any instruction believed by it in good faith pursuant to have been authorized by an authorized personHMO Plans reinsured hereunder. (iiid) CFS shall have no responsibility and For purposes of this Agreement, any damages, claims, liabilities or other expenses for which the Reinsurer shall be without liability for any loss or damage caused by the failure liable shall be net of the Trust to provide CFS with appropriate share of any informationrecoveries from third parties, including, without limitation, recoveries under Stop-Loss Reinsurance Contracts. (ive) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS The Reinsurer shall not be liable for any failure of damages incurred by the Fund Company or the Reinsurer to comply with any laws, regulations the extent such liability or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising damages arise from the misuse action or sharing actions of online access by any authorized person of a health care provider or health care facility in connection with the Trust who has been issued a User ID by CFSHMO Plans reinsured hereunder. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian shall not be bound to make any investigation into the facts or matters stated in any such certificate, instrument, opinion, notice, letter, telegram or other document; provided, however, that, if the form thereof is responsible prescribed by this Agreement, the Collateral Custodian shall examine the same to determine whether it conforms on its face to the requirements hereof. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Agent or (b) the verbal instructions of the Agent, and no party shall have any right of action whatsoever against the Collateral Custodian as a result of the Collateral Custodian acting or (where so instructed) refraining from acting hereunder in accordance with the instructions of the Agent. (a) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (b) Neither the Collateral Custodian nor any of its directors, officers, agents, or employees shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the negligent performance of its duties in taking and Schedules as they may retaining custody of the Collateral Obligation Files; provided that, the Collateral Custodian hereby agrees that any failure of the Collateral Custodian to produce an original promissory note satisfying the conditions described in clauses (a) and (b) of Section 18.7Section 18.7 shall constitute negligence. The Collateral Custodian shall not be amended from time obligated to time. CFS will have no implied duties take any legal action hereunder that might in its judgment involve any expense or obligations. Each party liability unless it has been furnished with an indemnity reasonably satisfactory to the Agreement shall mitigate damages for which the other party may become responsible hereunderit. (iic) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility to review, confirm or otherwise assume any duty with respect (except as expressly set forth in this Agreement) as to the accurateness content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or completeness transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any instruction of the Collateral. (d) The Collateral Custodian shall have no duties or any other information it receives from a Fund, responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be without liability for implied in this Agreement against the Collateral Custodian. The duties, obligations and responsibilities of the Collateral Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Collateral Custodian. Any permissive right of the Collateral Custodian to take any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS action hereunder shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized personconstrued as a duty. (iiie) CFS The Collateral Custodian shall have not be required to expend or risk its own funds in the performance of its duties hereunder. In no responsibility and event shall the Collateral Custodian be without liability liable for any loss failure or damage caused by delay in the failure performance of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsits obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisersacts of God, custodiansflood, intermediaries war (whether declared or non-discretionary subcontractors. undeclared), terrorism, fire, riot, embargo, government action (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with including any laws, regulations ordinances, regulations) or other applicable requirements thereof. (vii) CFS shall not be liable for the errors like that delay, restrict or prohibit the providing of other service providers of services by the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into Collateral Custodian as contemplated by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (ia) CFS is responsible The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Facility Agent or (b) the verbal instructions of the Facility Agent. (b) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (c) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of only those its duties as are expressly set forth herein and in the Exhibits case of the grossly negligent performance of its duties in taking and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to retaining custody of the Agreement shall mitigate damages for which the other party may become responsible hereunderCollateral Obligation Files. (iid) CFS The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to reviewthe content, confirm enforceability, completeness, validity, sufficiency, value, due authorization, genuineness, perfections, priority, ownership, title, recordability or otherwise assume transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value of any of the Collateral. The Collateral Custodian shall not be obligated to take any action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it. The Collateral Custodian shall have no responsibility or duty with respect to any Collateral Obligation File while not in its possession, including at any time such Collateral Obligation File has been released pursuant to a Request for Release and Receipt, or is otherwise in transit, with a courier, to or from the accurateness Collateral Custodian, including, without limitation, in connection with the transmission of Collateral Obligation Files pursuant to Section 18.8, or completeness prior to the delivery of a Collateral Obligation File to the Collateral Custodian pursuant to Section 18.3; provided that the Collateral Custodian shall act in good faith with respect to ensuring it receives any Collateral Obligation Files that are in transit and for which the Collateral Custodian has received tracking information. (e) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and any other Transaction Documents to which it is a party and no covenants or obligations shall be read into or implied in this Agreement against the Collateral Custodian. In the event of any instruction conflict arising between the provisions of this Agreement and any other Transaction Document to which the Collateral Custodian is a party with respect to the duties or responsibilities of the Collateral Custodian, the provisions of this Agreement shall prevail. No provision of this Agreement or any other information it receives from a Fund, and Transaction Document shall be without liability for deemed to impose any loss duty or damage suffered by obligation on the Collateral Custodian to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Custodian shall be unqualified or incompetent due to a Fund change in Applicable Law, to perform any such act or acts, to receive or obtain any of a Fund’s customers such interest in property or to exercise any such right, power, duty or obligation, or as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For which the avoidance of doubt, CFS Collateral Custodian shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith become subject to have been authorized by an authorized persontaxation. (iiif) CFS None of the provisions of this Agreement shall require the Collateral Custodian to expend or risk its own funds or incur any liability, financial or otherwise, in the performance of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In no responsibility and event shall the Collateral Custodian be without liability liable for any loss failure or damage caused by delay in the failure performance of the Trust to provide CFS with any information. (iv) CFS is not responsible for the actsits obligations hereunder because of circumstances beyond its control, omissions, defaults or insolvency of any third party including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action (including any investment adviserslaws, custodiansordinances, intermediaries regulations) or non-discretionary subcontractorsthe like that delay, restrict or prohibit the providing of services by the Collateral Custodian as contemplated by this Agreement.; provided that, the Collateral Custodian shall use commercially reasonable efforts consistent with accepted practices in the banking industry to mitigate the effects of such circumstances and to resume performance as soon as reasonably practicable. (vg) CFS It is expressly agreed and acknowledged by each party hereto that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. (h) In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Servicer and may, after the occurrence of an Event of Default or the Facility Termination Date, request instructions from the Facility Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or the Facility Agent, as applicable. The Collateral Custodian shall in all events have no responsibility liability, risk or cost for any action taken pursuant to and in compliance with the management instruction of the investments Facility Agent. In no event shall the Collateral Custodian be liable for special, indirect, punitive or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any consequential loss or damage suffered by the Trust as a result of any breach kind whatsoever (including but not limited to lost profits), even if the Collateral Custodian has been advised of the investment policies, objectives, guidelines likelihood of such loss or restrictions applicable to damage and regardless of the Trust or any misstatement or omission in the registration statementform of action. (vii) Except as set forth Each of the protections, benefits, reliances, indemnities and immunities offered to the Collateral Agent in the exhibits heretoSection 11.3, Section 11.7, Section 11.8, Section 11.11 and Section 11.12 shall be afforded to, are extended to, and shall be enforceable by, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereofCollateral Custodian. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any information. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS HASI shall have no obligation to review, monitor or otherwise ensure compliance by a the Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementprospectus. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement.prospectus. Huntington Asset Services, Inc. D▇▇▇ Investment Advisors, Inc..- 5 (vi) Except as set forth in the exhibits hereto, the The Trust acknowledges that the reporting obligations of CFS HASI do not constitute a duty to monitor compliance by the Fund, and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Fund, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS The Trust acknowledges that HASI does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of any assets in connection with Fund’s securities, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and HASI shall not have no responsibility and shall be liable without liability for the errors any loss or damage arising with respect to valuation or verification of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this AgreementAgreement to the contrary, CFS hereby disclaims all representations and warranties, express or implied, made the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any other person, including, without limitation, any warranties regarding quality, suitability cause whatsoever (including but not limited to those arising out of or otherwise (irrespective of any course of dealing, custom or usage of traderelated to this Agreement), and regardless of any services the form of action or any goods provided incidental legal theory, shall not exceed the total amount of compensation paid to services provided HASI under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this AgreementAgreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.

Limitations on Liability. (i) CFS HASI is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to timeExhibits. CFS HASI will have no implied duties or obligations. Each party to the Agreement Party shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS HASI shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundthe Funds, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s the Funds’ customers as a result of CFSHASI’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS HASI shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS HASI shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS HASI with any information. (iv) CFS HASI is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS HASI shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS HASI shall have no obligation to review, monitor or otherwise ensure compliance by a the Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statementprospectus. Further, CFS HASI shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement.prospectus. Huntington Asset Services, Inc. M▇▇▇▇▇▇▇ Capital Management, Co. - 5 (vi) Except as set forth in the exhibits hereto, the The Trust acknowledges that the reporting obligations of CFS HASI do not constitute a duty to monitor compliance by the Fund, and CFS HASI shall not be liable for any failure of ensuring compliance by the Fund to comply Fund, with any laws, legislation or regulations or other exemptions from legislation or regulations of any jurisdiction applicable requirements thereofto the Fund. (vii) CFS The Trust acknowledges that HASI does not provide valuations with respect to the Fund’s securities, products or services, does not verify any valuations provided to it by the Fund or any other person, and does not verify the existence of any assets in connection with Fund’s securities, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Fund or another third party, and HASI shall not have no responsibility and shall be liable without liability for the errors any loss or damage arising with respect to valuation or verification of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information)assets. (viii) CFS HASI will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFSHASI. (ix) Except as expressly provided EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HASI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE TRUST OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. HASI DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. (x) Notwithstanding anything in this AgreementAgreement to the contrary, CFS hereby disclaims all representations and warranties, express or implied, made the cumulative liability of HASI to the Trust for all losses, claims, suits, controversies, breaches or damages for any other person, including, without limitation, any warranties regarding quality, suitability cause whatsoever (including but not limited to those arising out of or otherwise (irrespective of any course of dealing, custom or usage of traderelated to this Agreement), and regardless of any services the form of action or any goods provided incidental legal theory, shall not exceed the total amount of compensation paid to services provided HASI under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this AgreementAgreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.

Limitations on Liability. (i) CFS It is responsible understood that the Escrow Agent shall incur no liability, except for acts of gross negligence or willful misconduct, and be under no obligation to take any steps or action to assure that any funds are actually received by the Escrow Agent. None of the provisions hereof shall be construed so as to require the Escrow Agent to expend or risk any of its own funds or otherwise incur any liability in the performance of only those it duties as are expressly set forth herein under this Agreement and in it shall be under no obligation to make any payment before all times for returns have expired and except out of the Exhibits funds received, after deduction of its fees and Schedules as they may expenses. The Escrow Agent shall incur no liability if it becomes illegal or impossible to carry out any of the provisions herein. The Escrow Agent shall not be amended from time required to time. CFS will have no implied duties take or obligations. Each party be bound by notice of default of any person, or to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume take any duty action with respect to such default involving any expense or liability, unless written notice of such default is given to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered Escrow Agent by a Fund the undersigned or any of them, and unless the Escrow Agent is indemnified in a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any manner satisfactory to it against such instruction expense or other such informationliability. For the avoidance of doubt, CFS The Escrow Agent shall not be liable and shall be indemnified to any party hereto in acting upon any written notice, request, waiver, consent, receipt or other paper or document believed by the Trust Escrow Agent to be signed by the proper party or parties. The Escrow Agent will be entitled to treat as genuine and as the document it purports to be any letter, paper, telex or other document furnished or caused to be furnished to the Escrow Agent. The Escrow Agent shall have no liability with respect to any good faith action taken or allowed by it hereunder, except for acts of gross negligence or willful misconduct. The Escrow Agent shall not be liable for any action error or judgment or for any act done or step taken or omitted by it in good faith or for any mistake or fact or law, except for acts of gross negligence or willful misconduct, or for anything which it may do or refrain from doing in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS connection herewith, and the Escrow Agent shall have no responsibility duties to anyone except those signing this Agreement. The Escrow Agent may consult with legal counsel in the event of any dispute or questions as the interpretation or construction of this Agreement or the Escrow Agent's duties hereunder. In addition, the Escrow Agent shall incur no liability and shall be without liability fully protected in acting in accordance with the opinion and instructions of counsel, except for acts of gross negligence or willful misconduct. In the event of any disagreement between the undersigned or any person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or for any loss money involved herein or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits heretoeffected hereby, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty Escrow Agent shall be entitled at its option to monitor compliance and CFS shall not be liable for any failure of the Fund refuse to comply with any lawssuch claims or demands, regulations or other applicable requirements thereof. (vii) CFS so long as such disagreement shall continue, and in so doing the Escrow Agent shall not be or become liable for damages or interest to the errors undersigned or any of other service providers of the Trustthem, including the errors of pricing services (other than or to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided named in this Agreement, CFS hereby disclaims all representations for its refusal to comply with such conflicting or adverse demands; and warranties, express the Escrow Agent shall be entitled to continue so to refrain and refrain and refuse so to act until (i) the rights of the adverse claimants have been finally adjudicated in a court or implied, made to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except by arbitration as otherwise set forth below assuming and having jurisdiction of the parties and the money involved herein and affected hereby; or (ii) all differences have been adjudicated by agreement and the Escrow Agent has been notified thereof in this Agreementwriting by all of the persons interested.

Limitations on Liability. The Services are being provided “as is” without any warranty of any kind. Without limiting the foregoing, Company makes no warranty whatsoever that the Services will be error-free, free from interruption or failure, or secure from unauthorized access, or that it will detect every vulnerability to Customer’s network, or that the results generated by the Services, will be error-free, accurate, or complete. The Services may become unavailable due to any number of factors including scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the Internet. This limitation shall apply regardless of whether (i) CFS is responsible for the performance of only those duties as Company determines that Customer’s systems are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. deemed “secure”, (ii) CFS shall have no responsibility Customer performs such modifications to reviewits systems as Company reasonably suggests in order for its systems to be deemed “secure”, confirm or otherwise assume any duty with respect (iii) otherwise. Without limiting the foregoing, Company expressly disclaims all warranties, whether express, implied or statutory, and includes but not limited to the accurateness or completeness warranties of any instruction or any other information it receives from merchantability, fitness for a Fundparticular purpose, title, and non-infringement of third party rights. Under no circumstances shall Company be without liability liable to Customer or anyone claiming through or under Customer for any loss of profits, loss of data, equipment downtime, loss of goodwill, or damage suffered by a Fund for any indirect, incidental, exemplary, consequential, punitive or any special damages relating to or arising out of a Fund’s customers as a result this agreement, even if Company has been notified or the possibility of CFS’s reasonable reliance on and utilization such loss or damage. The limitations of any such instruction liability in this section shall apply to claims of every kind, whether based upon contract law, tort law, or otherwise, even if these limitations have the effect of exculpating Company from responsibility for its own negligence, fault, or other such informationconduct. For the avoidance of doubtTHE LIABILITY OF COMPANY FOR DAMAGES OR MONETARY PAYMENTS OF ANY NATURE WHETHER FOR BREACH OF WARRANTY, CFS shall not be liable and NONPERFORMANCE OR OTHERWISE SHALL IN NO EVENT EXCEED THE SUMS ACTUALLY PAID TO COMPANY BY CUSTOMER THEREUNDER. The foregoing provisions shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable enforceable to the Fund maximum extent permitted by applicable law. This section shall survive any termination or any other term or condition expiration of the original documents, operating documents, policies Customer’s agreement with Company. Customer acknowledges that this limitation on liability was specifically bargained for and procedures or registration statementis acceptable to Customer. Further, CFS shall have no liability Customer’s willingness to agree to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided limitations contained in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made section was material to the Trust or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental Company’s agreement to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in enter into this Agreement.

Limitations on Liability. (i) CFS is responsible for The Trustee may execute any of the performance trusts or powers hereof and perform the duties required of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties it hereunder by or obligations. Each party to the Agreement shall mitigate damages for which the through attorneys, other party may become responsible hereunder. (ii) CFS shall have no responsibility to reviewprofessionals, confirm agents, receivers or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundemployees, and shall be without liability entitled to and may conclusively rely upon advice of counsel concerning all matters of trust and its duties hereunder and shall not be answerable for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization the conduct of any such instruction attorney, agent, receiver or other employee if appointed by the Trustee with reasonable care, and the advice of any such informationcounsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted hereunder in good faith and reliance thereon, and may in all cases pay such reasonable compensation to such attorneys, agents, receivers or employees as may be reasonably employed in connection with the trusts hereof. For The Trustee shall not be answerable for the avoidance exercise of doubtany discretion or power under this Indenture or for anything whatsoever in connection with the trusts created hereby, CFS except only for its own negligence or willful misconduct. The Trustee shall not be liable and shall be indemnified by the Trust for with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Bonds Outstanding relating to the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder. The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein. The Trustee shall not be liable for any error of judgment made in good faith by an officer, director or employee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Indenture unless there shall have been provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of willful misconduct on its part, conclusively rely upon an Officers’ Certificate. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel or Favorable Opinion of Bond Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance on thereon. The Trustee shall not be bound to make any instruction believed investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to have been be authorized or within the discretion or rights or powers conferred upon it by an authorized person. (iii) CFS this Indenture. In no event shall have no responsibility and shall the Trustee be without liability responsible or liable for any special, indirect, punitive or consequential loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party kind whatsoever (including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (vloss of profit) CFS shall have no responsibility for irrespective of whether the management Trustee has been advised of the investments or any other assets likelihood of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any such loss or damage suffered by the Trust as a result of any breach and regardless of the investment policiesform of action. The rights, objectivesprivileges, guidelines or restrictions applicable protections, immunities and benefits given to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services’ standard contracts entered into by CFS) and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will not be responsible or liable for any loss or damage arising from the misuse or sharing of online access by any authorized person of the Trust who has been issued a User ID by CFS. (ix) Except as expressly provided in this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made to the Trust or any other personTrustee, including, without limitation, any warranties regarding qualityits right to be indemnified, suitability are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In situations where a Favorable Opinion of Bond Counsel or an opinion of Bond Counsel is required or requested to be delivered under this Indenture, the Loan Agreement or the Tax Agreement after the date of delivery of the Bonds, the Trustee shall accept (unless otherwise directed by the Company) an opinion in such form and with such disclosures as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the United States Treasury Department regulations governing practice before the Internal Revenue Service (irrespective of any course of dealing, custom or usage of tradeCircular 230), 31 CFR Part 10. Whether or not expressly so provided, every provision of any services this Indenture relating to the conduct or any goods provided incidental affecting the liability of the Trustee shall be subject to services provided under the provisions of this AgreementArticle IX and shall extend to the Registrar and employees and agents of the Trustee and the Registrar. CFS disclaims any warranty The Trustee shall have no liability or responsibility for the action or inaction of title the Registrar (that is not the Trustee), the Authority or non-infringement except as otherwise set forth in the Company. The provisions of this AgreementSection 9.03 shall survive the termination of this Indenture and the replacement or resignation of the Trustee hereunder.

Limitations on Liability. (i) CFS is responsible for The Trustee may execute any of the performance trusts or powers hereof and perform the duties required of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties it hereunder by or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to reviewthrough attorneys, confirm agents, receivers or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fundemployees, and shall be without liability entitled to and may conclusively rely upon advice of counsel concerning all matters of trust and its duties hereunder and shall not be answerable for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization the conduct of any such instruction attorney, agent, receiver or other employee if appointed by the Trustee with reasonable care, and the advice of any such informationcounsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted hereunder in good faith and reliance thereon, and may in all cases pay such reasonable compensation to such attorneys, agents, receivers or employees as may be reasonably employed in connection with the trusts hereof. For The Trustee shall not be answerable for the avoidance exercise of doubtany discretion or power under this Indenture or for anything whatsoever in connection with the trusts created hereby, CFS except only for its own negligence or willful misconduct. The Trustee shall not be liable and shall be indemnified by the Trust for with respect to any action taken or omitted to be taken by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by accordance with the failure direction of the Trust Owners of a majority in aggregate principal amount of the Bonds Outstanding relating to provide CFS with the time, method and place of conducting any information. (iv) CFS is not responsible for proceeding or any remedy available to the actsTrustee, omissions, defaults or insolvency exercising any trust or power conferred upon the Trustee under this Indenture. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any third party includingof its duties hereunder, but or in the exercise of any of its rights or powers. The Trustee shall not limited to, be required to give any investment advisers, custodians, intermediaries bond or non-discretionary subcontractors. (v) CFS shall have no responsibility for surety in respect to the management execution of its trusts and powers hereunder. The permissive rights of the investments or any other assets of the Trust or its customers, and CFS Trustee to do things enumerated in this Indenture shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust not be construed as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS unless so specified herein. The Trustee shall not be liable for any failure error of judgment made in good faith by an officer, director or employee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be under no obligation to exercise any of the Fund to comply with rights or powers vested in it by this Indenture at the request, order or direction of any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including Owners pursuant to the errors provisions of pricing services (other than this Indenture unless there shall have been provided to pursue all the Trustee reasonable claims security or indemnity against the pricing service based on the pricing services’ standard contracts entered into by CFS) costs, expenses and errors in information provided by an investment adviser to a Fund custodian (including prices and pricing formulas and untimely transmission of trade information). (viii) CFS will liabilities which may be incurred therein or thereby. The Trustee shall not be responsible or liable for any loss suffered in connection with the investment of moneys made by it in accordance with Article VI. In situations where a Favorable Opinion of Bond Counselor an opinion of Bond Counsel is required or damage arising from requested to be delivered under this Indenture, the misuse Agreement or sharing the Tax Agreement after the date of online access by any authorized person delivery of the Trust who has been issued Bonds, the Trustee shall accept (unless otherwise directed by the Company) an opinion in such form and with such disclosures as may be required so that such opinion will not be treated as a User ID by CFS. “covered opinion” for purposes of the United States Treasury Department regulations governing practice before the Internal Revenue Service (ix) Except as Circular 230), 31 CFR Part 10. Whether or not expressly provided in so provided, every provision of this Agreement, CFS hereby disclaims all representations and warranties, express or implied, made Indenture relating to the Trust conduct or any other person, including, without limitation, any warranties regarding quality, suitability or otherwise (irrespective affecting the liability of any course the Trustee shall be subject to the provisions of dealing, custom or usage this Article IX and shall extend to the Registrar and employees and agents of trade), of any services or any goods provided incidental to services provided under this Agreement. CFS disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementthe Trustee and the Registrar.