Common use of Actions against Parties; Notification Clause in Contracts

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Sales Agent, its directors, members, officers, the Forward Seller and the Forward Purchaser and each person, if any, who controls Xxxxx the Sales Agent, the Forward Seller and the Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Sales Agent, the Forward Seller and the Forward Purchaser; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Sales Agent, its directors, members, officers, the Forward Seller and the Forward Purchaser and each person, if any, who controls Xxxxx the Sales Agent, the Forward Seller and the Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 11 or Section 11(d) hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Managersuch Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActAdviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager; and counsel to the Transaction Entities, each of their directors and/or trustees, each of their officers who signed the Registration Statement and each person, if any, who controls the Transaction Entities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Company. An In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnification from any indemnifying party, the indemnifying party may will be entitled to participate at its own expense in and, to the extent that it shall elect, jointly and with all other indemnifying parties similarly notified, by written notice to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, to assume the defense of any such actionthereof; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Manager and each person, if any, who controls Xxxxx the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof 9 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Sales Agent and each person, if any, who controls Xxxxx the Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Sales Agent with the consent of the Company, such consent not to be unreasonably withheld or delayed; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to Company with the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 consent of the Securities Act Sales Agent, such consent not to be unreasonably withheld or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Managerdelayed. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party, such consent not to be unreasonably withheld or delayed) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Sales Agent and each person, if any, who controls Xxxxx the Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified partiesparties (such consent not to be unreasonably withheld or delayed), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreementhereunder. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Underwriters and the other indemnified parties referred to in Section 6(a) above shall be selected by the Representatives, its and counsel to the Company, the Adviser, the Administrator, each of their directors, membersaffiliates, officers, employees, partners and members and each person, if any, who controls Xxxxx the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; Company, the Adviser and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdministrator. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx within the meaning of other indemnified parties referred to in Section 15 of the Securities Act or Section 20 of the Exchange Act, 6(a)(i) above and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, the Adviser, the Administrator each of its their directors, trusteesaffiliates, membersofficers, each of its officers who signed the Registration Statementemployees, partners and members and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Manager and each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Placement Agent and each person, if any, who controls Xxxxx the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Placement Agent; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Placement Agent and each person, if any, who controls Xxxxx the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWxxxx Fargo; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Adviser and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxUnderwriters, its partners, directors, members, officers, and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Underwriters; counsel to the Fund, its partners, directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdviser and counsel to the Sub-Advisor and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Sub-Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their partners, directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and each affiliate expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund within the meaning of Rule 405 under the Securities ActAdviser, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActSub-Adviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWells Fargo; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Adviser and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which that it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Underwriters and each person, its directorsif any, memberswho controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by Xxxxx Fargo Securities, officersand counsel to the Partnership, the directors and each of the officers of the General Partner that signed the Registration Statement, and each person, if any, who controls Xxxxx the Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerPartnership. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundPartnership, the directors and each of its directors, trustees, members, each the officers of its officers the General Partner who signed the Registration Statement, and each person, if any, who controls the Fund Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its Affiliates, directors, trusteesofficers, members, each of its officers who signed the Registration Statement, employees and selling agents and each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager; and counsel to the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Manager, its Affiliates, directors, members, officers, employees and selling agents and each person, if any, who controls Xxxxx the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreementhereunder. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Underwriters and the other indemnified parties referred to in Section 7(a) above shall be selected by Xxxxx Fargo, counsel to the Trust, its trustees and other representatives and persons acting on the Trust’s behalf shall be selected by the Trustee, and counsel to the Company, its directors, members, officers, each of its officers who signed the Registration Statement and each person, if any, who controls Xxxxx the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officersthe Underwriters and the other indemnified parties referred to in Section 7(a) above, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundTrust, each of its trustees and other representatives and persons acting on the Trust’s behalf or for the Company, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, JMP Securities and each person, if any, who controls Xxxxx JMP Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJMP Securities; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, JMP Securities and each person, if any, who controls Xxxxx JMP Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Investment Adviser and each person, if any, who controls the Manager Investment Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerInvestment Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for for: the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Investment Adviser; and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) ), separate from their own counsel counsel, for Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) ), separate from their own counsel counsel, for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) ), separate from their own counsel counsel, for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJefferies, its directorsAffiliates, members, officers, its selling agents and each person, if any, who controls Xxxxx Jefferies within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJefferies; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Jefferies and each person, if any, who controls Xxxxx Jefferies within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which that it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Underwriters, its each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each affiliate of any Underwriter shall be selected by the Representative; and counsel to the Partnership Parties, their respective directors, members, officers, each of their respective officers who signed the Registration Statement and each person, if any, who controls Xxxxx the Partnership Parties within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerGP LLC. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Underwriters, its directors, members, officers, and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act and each affiliate of any Underwriter, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundPartnership Parties, their respective directors, each of its directors, trustees, members, each of its their respective officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Partnership Parties within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directorstrustees, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Investment Adviser and each person, if any, who controls the Manager Investment Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerInvestment Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for for: the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Investment Adviser; and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Agents, its directors, members, officers, the Forward Sellers and the Forward Purchasers and each person, if any, who controls Xxxxx such Agent, Forward Seller and Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Agents, the Forward Sellers and the Forward Purchasers; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Agents, its directors, members, officers, the Forward Sellers and the Forward Purchasers and each person, if any, who controls Xxxxx such Agent, Forward Seller and Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxUBS; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser; and counsel to the Subadviser and each person, if any, who controls such Subadviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Subadviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Adviser and the fees and expenses of more than one counsel, separate from their own counsel for the Subadviser, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which that it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Underwriters, its each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each affiliate of any Underwriter shall be selected by the Representatives; and counsel to the Partnership Parties, their respective directors, members, officers, each of their respective officers who signed the Registration Statement and each person, if any, who controls Xxxxx the Partnership Parties within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerGP LLC. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Underwriters, its directors, members, officers, and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act and each affiliate of any Underwriter, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundPartnership Parties, their respective directors, each of its directors, trustees, members, each of its their respective officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Partnership Parties within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directorstrustees, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Investment Adviser and each person, if any, who controls the Manager Investment Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerInvestment Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for for: the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Investment Adviser; and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.or

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx Jxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statementofficers, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statementofficers, each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for XxxxxJxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx Jxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statementofficers, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statementofficers, each person who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, BNYMCM and each person, if any, who controls Xxxxx BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxBNYMCM; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, BNYMCM and each person, if any, who controls Xxxxx BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Xxxxxxx Xxxxx and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxxx Xxxxx; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxxxx Xxxxx and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxeach of the Agents, the Forward Purchasers and the Forward Sellers, its directorsrespective Affiliates, members, officers, its respective selling agents and each person, if any, who controls Xxxxx the Agents, the Forward Purchasers and the Forward Sellers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Agents, the Forward Purchasers and the Forward Sellers; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Agents, its directors, members, officers, the Forward Purchasers and the Forward Sellers and each person, if any, who controls Xxxxx the Agents, the Forward Purchasers and the Forward Sellers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, UBS Securities and each person, if any, who controls Xxxxx UBS Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxUBS Securities; and counsel to the FundCompany, its directorsthe Adviser, trustees, membersthe Administrator, each of its their directors, each of the Company's officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be jointly selected by the Fund; Company, the Adviser and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdministrator. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, UBS Securities and each person, if any, who controls Xxxxx UBS Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, the Adviser, the Administrator, each of its their directors, trustees, members, each of its the Company's officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, BMO Capital Markets and each person, if any, who controls Xxxxx BMO Capital Markets within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxBMO Capital Markets; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, BMO Capital Markets and each person, if any, who controls Xxxxx BMO Capital Markets within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Investment Manager and each person, if any, who controls the Investment Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Investment Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for for: the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Investment Adviser; and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by Xxxxx[Underwriter]; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Managersuch Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActAdviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxXxxxx Fargo [ADD OTHER REPRESENTATIVES]; counsel to the FundTrust, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Trust within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the FundTrust; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundTrust, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Trust within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Adviser and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Underwriters, its each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each affiliate of any Underwriter shall be selected by the Representatives, counsel to the Parent and the Selling Unitholder shall be selected by the Parent; and, counsel to the Partnership Parties, their respective directors, members, officers, each of their respective officers who signed the Registration Statement and each person, if any, who controls Xxxxx the Partnership Parties within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerGP LLC. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Underwriters, its directors, members, officers, and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act and each affiliate of any Underwriter, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed Parent and the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActSelling Unitholder, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerPartnership Parties, its their respective directors, trustees, members, each of its their respective officers who signed the Registration StatementStatement and each person, each person if any, who controls the Manager Partnership Parties within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriter and each person, if any, who controls Xxxxx the Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by Xxxxxthe Underwriter; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Managersuch Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriter and each person, if any, who controls Xxxxx the Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActAdvisers, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Xxxxxxxxxx Securities and each person, if any, who controls Xxxxx Xxxxxxxxxx Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxXxxxxxxxxx Securities; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxxxxxxx Securities and each person, if any, who controls Xxxxx Xxxxxxxxxx Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriter and each person, if any, who controls Xxxxx the Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by Xxxxxthe Underwriter; counsel to the FundSelling Shareholder shall be selected by the Selling Shareholder; and, counsel to the Company, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and Company. In every case, the choice of counsel shall be subject to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 prior approval of the Securities Act party or Section 20 of the Exchange Actparties providing indemnification, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act which approval shall not be selected by the Managerunreasonably withheld. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriter and each person, if any, who controls Xxxxx the Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActSelling Shareholder, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerCompany, its directors, trustees, members, each of its officers who signed the Registration StatementStatement and each person, each person if any, who controls the Manager Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified partiesparties not to be unreasonably withheld, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each In case any action, investigation or proceeding (including any investigation or proceeding by any governmental agency or body) shall be commenced involving any party or parties in respect of which indemnity may be sought pursuant to this Section 10, such party or parties (the “indemnified party party” or the “indemnified parties”) shall give notice as promptly as reasonably practicable to each indemnifying the party of any action commenced or parties against it in respect of which whom such indemnity may be sought hereunder(the “indemnifying party” or the “indemnifying parties”) of such action, investigation or proceeding, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Agents, its directors, members, officers, the Forward Sellers and the Forward Purchasers and each person, if any, who controls Xxxxx the Agents, the Forward Sellers or the Forward Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Agents, the Forward Sellers and the Forward Purchasers; and counsel to the FundCompany, its directorsthe Operating Partnership, their trustees, members, each of its their respective officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Agents, its directors, members, officers, the Forward Sellers and the Forward Purchasers and each person, if any, who controls Xxxxx the Agents, the Forward Sellers or the Forward Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, the Operating Partnership, their trustees, each of its directors, trustees, members, each of its their respective officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxHSBC, its directorsAffiliates, members, officers, its selling agents and each person, if any, who controls Xxxxx HSBC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxHSBC; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, HSBC and each person, if any, who controls Xxxxx HSBC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager Adviser within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager Adviser within the meaning of Rule 405 under the Securities Act shall be selected by the Managersuch Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager Adviser within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, BTIG and each person, if any, who controls Xxxxx BTIG within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxBTIG; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, BTIG and each person, if any, who controls Xxxxx BTIG within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxWxxxx Fargo Securities; and counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 or Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWachovia; and, counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and the Operating Partnership and each person, if any, who controls the Fund Company and the Operating Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and the Operating Partnership and each person, if any, who controls the Fund Company and the Operating Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWells Fargo; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the ManagerAdviser, its directorsSecurity Investors or GPAM, trusteesas applicable, members, each of its officers who signed the Registration Statement, and each person, if any, who controls the Manager Adviser, Security Investors or GPAM, as applicable, within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser, Security Investors or GPAM, as applicable,. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Advisers and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxXxxxx Fargo; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser and counsel to the Subadviser and each person, if any, who controls such Subadviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Subadviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerAdviser, its directors, trustees, members, each the fees and expenses of its officers who signed more than one counsel (in additional to any local counsel) separate from their own counsel for the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActSubadviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdviser and counsel to the Sub-Advisor and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Sub-Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and each affiliate expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund within the meaning of Rule 405 under the Securities ActAdviser, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActSub-Adviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Agents, its directors, members, officers, the Forward Sellers and the Forward Purchasers and each person, if any, who controls Xxxxx the Agents, the Forward Sellers or the Forward Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Agents, the Forward Sellers and the Forward Purchasers; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Agents, its directors, members, officers, the Forward Sellers and the Forward Purchasers and each person, if any, who controls Xxxxx the Agents, the Forward Sellers and the Forward Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, UBS Securities and each person, if any, who controls Xxxxx UBS Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxUBS Securities; and counsel to the FundCompany, its directorsthe Adviser, trustees, membersthe Administrator, each of its their directors, each of the Company’s officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be jointly selected by the Fund; Company, the Adviser and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdministrator. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, UBS Securities and each person, if any, who controls Xxxxx UBS Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, the Adviser, the Administrator, each of its their directors, trustees, members, each of its the Company’s officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJefferies, its officers and directors, its selling agents and its Affiliates shall be selected by Jefferies; and counsel to the Company, its directors, members, officers, each of its officers who signed the Registration Statement and each person, if any, who controls Xxxxx the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxall Jefferies, its officers and directors, members, officersits selling agents and its Affiliates, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJones, its directors, membersxxxxxrs, officers, and each person, if any, who controls Xxxxx Jones within the meaning of meanixx xx Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJones; counsel to the FundXxxx, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdviser and counsel to the Sub-Advisor and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Sub-Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for XxxxxJones and each person, its xx xny, who controls Jones within the meanixx xx Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of their directors, trustees, members, officers, each of its officers who signed the Registration Statement and each person, if any, who controls Xxxxx the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities ActAdviser, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActSub-Adviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by Xxxxxxx Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser; and counsel to the Subadviser and each person, if any, who controls such Subadviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Subadviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Adviser and the fees and expenses of more than one counsel, separate from their own counsel for the Subadviser, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Barclays Capital and each person, if any, who controls Xxxxx Barclays Capital within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxBarclays Capital; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Barclays Capital and each person, if any, who controls Xxxxx Barclays Capital within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Sales Agent, its directors, membersofficers, officersemployees and agents and its affiliates who have, or are alleged to have, participated in the sale of Securities hereunder, and each person, if any, who controls Xxxxx the Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Sales Agent; and counsel to the FundPartnership, the General Partner and its directors, trustees, members, directors and each of its officers who signed the Registration Statement, and each person, if any, who controls the Fund Partnership or the General Partner within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerPartnership. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Sales Agent, its directors, membersofficers, officersemployees and agents and its affiliates who have, or are alleged to have, participated in the sale of Securities hereunder, and each person, if any, who controls Xxxxx the Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundPartnership, each of the General Partner and its directors, trustees, members, directors and each of its officers who signed the Registration Statement, and each person, if any, who controls the Fund Partnership or the General Partner within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxSunTrust Xxxxxxxx Xxxxxxxx, its directorsAffiliates, members, officers, its selling agents and each person, if any, who controls Xxxxx SunTrust Xxxxxxxx Xxxxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxSunTrust Xxxxxxxx Xxxxxxxx; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, SunTrust Xxxxxxxx Xxxxxxxx and each person, if any, who controls Xxxxx SunTrust Xxxxxxxx Xxxxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Placement Agents, its directors, members, officers, their respective employees and each person, if any, who controls Xxxxx any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxPlacement Agents; and counsel to the FundCompany, its directorsthe Adviser, trustees, membersthe Administrator, each of its their directors, each of the Company’s officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; Company, the Adviser and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdministrator. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Placement Agents, its directors, members, officers, their respective employees and each person, if any, who controls Xxxxx any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, the Adviser, the Administrator, each of its their directors, trustees, members, each of its the Company’s officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxXxxxx Fargo; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statement, and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser; and counsel to the Subadviser, its directors, officers and each person, if any, who controls the Subadviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Subadviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerAdviser, its directors, trustees, members, each the fees and expenses of its officers who signed more than one counsel (in addition to any local counsel) separate from their own counsel for the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Subadviser and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of pursuant to this indemnity agreementSection 7. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Underwriters and the other indemnified parties referred to in Section 7(a) or Section 7(c) above shall be selected by the Underwriters, its counsel to the Partnership Parties, their directors, members, officers, each of the General Partner’s officers who signed the Registration Statement and each person, if any, who controls Xxxxx the Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; the Partnership, and counsel to the FundSelling Unitholders, its their directors, trustees, members, each of its officers who signed the Registration Statement, and each person, if any, who controls the Fund Selling Unitholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerSelling Unitholder. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx within the meaning of other indemnified parties referred to in Section 15 of the Securities Act 7(a) or Section 20 of the Exchange Act7(c) above, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundPartnership Parties, their directors, each of its directors, trustees, members, each of its the General Partner’s officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerSelling Unitholders, its their directors, trusteesofficers and each person, membersif any, each of its officers who signed the Registration Statement, each person who controls the Manager Selling Unitholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (iA) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (iiB) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJefferies, its directorsAffiliates, members, officers, its selling agents and each person, if any, who controls Xxxxx Jefferies within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJefferies; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Jefferies and each person, if any, who controls Xxxxx Jefferies within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by Xxxxxthe Lead Manager; counsel to the FundSelling Shareholders and each person, if any, who controls Brentwood within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by those Selling Shareholders who agreed to sell a majority of the Initial Securities to be sold by all of the Selling Shareholders in this offering; and counsel to the Company, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Selling Shareholders and each person, if any, who controls the Fund Brentwood within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerCompany, its directors, trustees, members, each of its officers who signed the Registration StatementStatement and each person, each person if any, who controls the Manager Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxWxxxx Fargo Securities; and counsel to the FundCompany, its directorsthe Adviser, trustees, membersthe Administrator, each of its their directors, each of the Company's officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be jointly selected by the Fund; Company, the Adviser and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdministrator. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, the Adviser, the Administrator, each of its their directors, trustees, members, each of its the Company's officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxWxxxx Fargo Securities; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 10(d) hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxXxxxx Fargo; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Managersuch Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActAdviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWxxxx Fargo and Mxxxxxx Lxxxx; and, counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Xxxxxxx Xxxxx and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxxx Xxxxx; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxxxx Xxxxx and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 ‎10 or Section ‎11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxPlacement Agent, its directors, members, officers, employees and each person, if any, who controls Xxxxx Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxPlacement Agent; and counsel to the FundCompany, its directorsthe Adviser, trustees, membersthe Administrator, each of its their directors, each of the Company’s officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; Company, the Adviser and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdministrator. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Placement Agent, its directors, members, officers, employees and each person, if any, who controls Xxxxx Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, the Adviser, the Administrator, each of its their directors, trustees, members, each of its the Company’s officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Citi and each person, if any, who controls Xxxxx Citi within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxCiti; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Citi and each person, if any, who controls Xxxxx Citi within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, BAML and each person, if any, who controls Xxxxx BAML within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxBAML; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, BAML and each person, if any, who controls Xxxxx BAML within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWxxxxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Managersuch Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActAdviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; and counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Investment Manager and each person, if any, who controls the Investment Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Investment Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for for: the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Investment Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Selling Stockholders and each person, if any, who controls Xxxxx any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act shall be selected by XxxxxSelling Stockholders who collectively held a majority of the Reoffer Securities listed on Exhibit A; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1933 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the indemnified parties and each person, if any, who controls Xxxxx such indemnified parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each personperson (other than the Adviser), if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Adviser; and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Agents and each person, if any, who controls Xxxxx the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxeach Agent who is an indemnified party (and shall be reasonably acceptable to the Company); and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; Company (and counsel shall be reasonably acceptable to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAgents). An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Agents and each person, if any, who controls Xxxxx the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJoxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within Joxxx xithin the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJoxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Manager and each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, and Joxxx xnd each person, if any, who controls Xxxxx within Joxxx xithin the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxXxxxx Fargo; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager such Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser; and counsel to the Subadviser and each person, if any, who controls such Subadviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Subadviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerAdviser, its directors, trustees, members, each the fees and expenses of its officers who signed more than one counsel (in additional to any local counsel) separate from their own counsel for the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Subadviser and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Investment Manager and each person, if any, who controls the Investment Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Investment Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for for: the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, ; the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Investment Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, ; and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Sales Agents and each person, if any, who controls Xxxxx the Sales Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Sales Agents with the consent of the Company, such consent not to be unreasonably withheld or delayed; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to Company with the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 consent of the Securities Act Sales Agents, such consent not to be unreasonably withheld or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Managerdelayed. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party, such consent not to be unreasonably withheld or delayed) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Sales Agents and each person, if any, who controls Xxxxx the Sales Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified partiesparties (such consent not to be unreasonably withheld or delayed), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxeach of the Agents, Forward Purchasers and Forward Sellers, its directors, members, officersrespective Affiliates, and each person, if any, who controls Xxxxx the Agents, Forward Purchasers and Forward Sellers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Agents, Forward Purchasers and Forward Sellers; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxxthe Agents, its directors, members, officers, Forward Purchasers and Forward Sellers and each person, if any, who controls Xxxxx the Agents, Forward Purchasers and Forward Sellers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxWxxxx Fargo Securities; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWachovia; counsel to the FundSelling Stockholders shall be selected by _______; and, counsel to the Company, its directors, trustees, members, each of its officers who signed the Registration Statement, the Operating Partnership, the Manager, and each person, if any, who controls the Fund within Company, the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Operating Partnership and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActSelling Stockholders, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, the Operating Partnership, the Manager and each person person, if any, who controls the Company, the Operating Partnership and the Manager within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxXxxxx Xxxxxxx, its directorsAffiliates, members, officers, its selling agents and each person, if any, who controls Xxxxx Xxxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxXxxxx Xxxxxxx; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxx Xxxxxxx and each person, if any, who controls Xxxxx Xxxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWachovia; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statement, and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActAdviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx Jxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager Adviser within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager Adviser within the meaning of Rule 405 under the Securities Act shall be selected by the Managersuch Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for XxxxxJxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx Jxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager Adviser within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxWachovia; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for (x) in the case of indemnification under Section 6(a), the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, or (y) in the case of indemnification under Section 6(b), the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, or the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAdviser, and in each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and case (x) or (y) the fees and expenses of more than one counsel, in each case counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxSunTrust, its directorsAffiliates, members, officers, its selling agents and each person, if any, who controls Xxxxx SunTrust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxSunTrust; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, SunTrust and each person, if any, who controls Xxxxx SunTrust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJones, its directorsdirecxxxx, members, officers, and each person, if any, who controls Xxxxx Jones within the meaning xxxxing of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJones; counsel to the tx xxx Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Jones and each personpxxxxx, if any, who controls Xxxxx Jones within the meaning xxxxing of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActAdviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statementofficers, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the ManagerAdviser, its directors, trustees, members, each of its officers who signed the Registration Statementofficers, each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdviser; and counsel to the Subadviser, its directors, trustees, members, each of its officers, each person, if any, who controls the Subadviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Subadviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statementofficers, each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Adviser, its directors, trustees, members, each affiliate of its officers, each person who controls the Fund Adviser within the meaning of Rule 405 under Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the ManagerSubadviser, its directors, trustees, members, each of its officers who signed the Registration Statementofficers, each person who controls the Manager Subadviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Xxxxxxx Sachs and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxXxxxxxx Sachs; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxxxx Xxxxx and each person, if any, who controls Xxxxx Xxxxxxx Sachs within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx within the meaning of other indemnified parties referred to in Section 15 of the Securities Act or Section 20 of the Exchange Act 6(a) above shall be selected by XxxxxXxxxx Fargo; and counsel to the FundFund and the Investment Manager, its their respective trustees and directors, trustees, members, each of its the officers of the Fund who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Investment Manager within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund and the Investment Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx within the meaning of other indemnified parties referred to in Section 15 of the Securities Act or Section 20 of the Exchange Act, 6(a) above; and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundFund and the Investment Manager, their respective trustees and directors, each of its directors, trustees, members, each the officers of its officers the Fund who signed the Registration Statement, Statement and each person, if any, who controls the Fund within or the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Investment Manager within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxMxxxxxx Lxxxx, its directorsAffiliates, members, officers, its selling agents and each person, if any, who controls Xxxxx Mxxxxxx Lxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxMxxxxxx Lxxxx; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Mxxxxxx Lxxxx and each person, if any, who controls Xxxxx Mxxxxxx Lxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Placement Agent and each person, if any, who controls Xxxxx within the meaning Placement Agent and each of Section 15 of the Securities Act or Section 20 of the Exchange Act their respective officers, directors, employees and agents shall be selected by Xxxxxthe Placement Agent; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Fund and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActFund, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act their respective officers, directors, employees and agents shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own (i) if the Fund is the indemnifying party, counsel for Xxxxx, its directors, members, officers, the Placement Agent and each person, if any, who controls Xxxxx within the meaning Placement Agent and each of Section 15 of their respective officers, directors, employees and agents, treating all such persons as a single group or (ii) if the Securities Act or Section 20 of Placement Agent is the Exchange Actindemnifying party, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Fund and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActFund, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Acttheir respective officers, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trusteesemployees and agents, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Acttreating all such persons as a single group, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 hereof 9 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxWxxxx Fargo Securities, its directorsAffiliates, members, officers, its selling agents and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxWxxxx Fargo Securities; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Wxxxx Fargo Securities and each person, if any, who controls Xxxxx Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx[ ], its Affiliates, directors, members, officers, employees and selling agents and each person, if any, who controls Xxxxx [ ] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx[ ]; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx[ ], its Affiliates, directors, members, officers, employees and selling agents and each person, if any, who controls Xxxxx [ ] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve relive it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, Xxxxxx Xxxxxx and each person, if any, who controls Xxxxx Xxxxxx Xxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxXxxxxx Xxxxxx; and counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Xxxxxx Xxxxxx and each person, if any, who controls Xxxxx Xxxxxx Xxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 or Section 11 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to XxxxxJones, its directors, membersxxxbers, officers, and each person, if any, who controls Xxxxx Jones within the meaning meaxxxx of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by XxxxxJones; counsel to the Fundthx Xxxd, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerAdviser and counsel to the Sub-Advisor and each person, if any, who controls the Sub-Advisor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Sub-Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, Jones and each personpersox, if xx any, who controls Xxxxx Jones within the meaning meaxxxx of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and each affiliate expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund within the meaning of Rule 405 under the Securities ActAdviser, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities ActSub-Adviser, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxxthe Agent, its directors, members, officers, and each person, if any, who controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxxthe Agent; counsel to the FundCompany, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the ManagerCompany. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Agent and each person, if any, who controls Xxxxx the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the FundCompany, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Actcounsel, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Manager and each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act shall be selected by the Manager. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, and each person, if any, who controls Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act shall be selected by XxxxxXxxxx Fargo; counsel to the Fund, its directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the Fund; and counsel to the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, Adviser and each person, if any, who controls the Manager Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities 1934 Act shall be selected by the ManagerAdviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx, its directors, members, officers, the Underwriters and each person, if any, who controls Xxxxx any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, each of its their directors, trustees, members, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, and each affiliate of the Fund within the meaning of Rule 405 under the Securities 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Manager, its directors, trustees, members, each of its officers who signed the Registration Statement, each person who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Manager within the meaning of Rule 405 under the Securities Act, Adviser and the fees and expenses of more than one counsel, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 10 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.