Common use of Applicability to the Fund Clause in Contracts

Applicability to the Fund. Nothing in this Agreement is intended to or shall be deemed to bind the Fund, and the Fund shall have no obligation or liability under or in respect of this Agreement or the transaction contemplated hereby. This Agreement shall be effective as of the date first written above. ABERDEEN STANDARD INVESTMENTS INC. By: Name: Title: RBC CAPITAL MARKETS, LLC By: Name: Title: RBC Capital Markets, LLC Three World Financial Center, 8th Floor 000 Xxxxx Xxxxxx, New York, New York 10281-8098 Ladies and Gentlemen: In connection with the engagement of RBC Capital Markets, LLC (“RBCCM”) to advise and assist the undersigned, Aberdeen Standard Investments Inc. (together with its affiliates, subsidiaries, successors and assigns, the “Company”), with respect to the matters set forth in the Structuring Fee Agreement dated [ ], 2020 between the Company and RBCCM (the “Agreement”), the Company shall indemnify and hold harmless RBCCM and its affiliates and their respective employees, directors, officers, consultants, agents and persons deemed to be in control of RBCCM or any of its affiliates within the meaning of the Securities Act of 1933 (collectively, the “Indemnified Parties” and individually an “Indemnified Party”), from and against any claims, losses, expenses, damages and liabilities, joint or several, as they may be incurred, related to or arising in any manner out of any transaction, proposal or any other matter contemplated by the engagement of RBCCM under the Agreement, or otherwise in connection with services provided with respect to a potential transaction whether prior to or subsequent to the date hereof (the “Matters”). The Company also agrees that neither RBCCM nor any other Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or its affiliates, partners, directors, officers, consultants, agents, employees, controlling persons, creditors or securityholders for any losses, claims, damages, liabilities or expenses related to or arising out of the Agreement or any Matters. The Company will promptly reimburse any Indemnified Party for all costs and expenses as reasonably incurred (including but not limited to fees, costs and expenses of counsel(s) and expert(s)) in connection with the investigation of, preparation for or defense of, responding to third-party subpoenas related to, preparing to serve or serving as a witness with respect to, and/or providing evidence in, or otherwise relating to any pending or threatened claim related to or arising in any manner out of the Agreement or any Matters, or any action or proceeding arising therefrom, whether or not any Indemnified Party is, or is threatened to be, a formal party to such pending or threatened litigation or other proceeding. Without the prior written consent of RBCCM, (A) neither the Company nor any member of the Company’s Board of Directors shall settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened litigation or other proceeding relating to the Agreement or any Matters (whether or not any Indemnified Party is, or is threatened to be, a formal party to such pending or threatened litigation or other proceeding) and (B) the Company shall not participate in or facilitate any such settlement, compromise, consent or termination on behalf of the Company’s Board of Directors unless in each of (A) and (B) such settlement, compromise, consent or termination (i) includes an express, complete and unconditional release of RBCCM and its affiliates (and their respective control persons, partners, directors, officers, employees, consultants and agents) with respect to all claims asserted in such litigation or relating to the Agreement or any Matters (such release to be set forth in an instrument signed by all parties to such settlement, compromise, consent or termination) and (ii) does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any Indemnified Party. Without the prior written consent of the Company, which shall not be unreasonably withheld, delayed or conditioned, no Indemnified Party shall settle or compromise any claim for which indemnification or contribution may be

Applicability to the Fund. Nothing in this Agreement is intended to or shall be deemed to bind the Fund, and the Fund shall have no obligation or liability under or in respect of this Agreement or the transaction contemplated hereby. This Agreement shall be effective as of the date first written above. Very truly yours, ABERDEEN STANDARD INVESTMENTS INC. By: Name: Title: RBC CAPITAL MARKETSXXXXXX, LLC XXXXXXXX & COMPANY, INCORPORATED By: Name: Title: RBC Capital MarketsXxxxxx, LLC Three World Financial CenterXxxxxxxx & Company, 8th Floor 000 Incorporated Xxx Xxxxx Xxxxxx, New York00xx Xxxxx Xxxxxxxxx, New York 10281-8098 XX 00000 Ladies and Gentlemen: In connection with the engagement of RBC Capital MarketsXxxxxx, LLC Xxxxxxxx & Company, Incorporated (the “RBCCMBank”) to advise and assist the undersigned, Aberdeen Standard Investments Inc. (Inc., together with its affiliates, subsidiaries, successors affiliates and assigns, subsidiaries (the “CompanyAdviser”), with respect to the matters set forth in the Structuring Fee Agreement dated [ ], 2020 between the Company Adviser and RBCCM the Bank (the “Agreement”), in the Company shall indemnify and hold harmless RBCCM and event that the Bank, any of its affiliates and their respective employeesaffiliates, directorseach other person, officersif any, consultants, agents and persons deemed to be in control of RBCCM controlling the Bank or any of its affiliates within affiliates, their respective officers, current and former directors, employees and agents, or the meaning successors or assigns of any of the Securities Act of 1933 foregoing persons (collectively, the “Indemnified Parties” Bank and individually each such other person or entity being referred to as an “Indemnified Party”)) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Adviser agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any claims, losses, expenses, damages and liabilities, joint or several, as they may be incurred, related to or arising in any manner out of any transaction, proposal or any other matter contemplated by the engagement of RBCCM under the Agreement, or otherwise in connection with services provided with respect to a potential transaction whether prior to or subsequent to the date hereof (the “Matters”). The Company also agrees that neither RBCCM nor any other Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or its affiliates, partners, directors, officers, consultants, agents, employees, controlling persons, creditors or securityholders for any losses, claims, damages, liabilities and expenses, including the fees and expenses of counsel to the Indemnified Parties with respect to the services performed pursuant to and in accordance with the Agreement. The Adviser will not, however, be responsible for any claims, liabilities, losses, damages or expenses which are finally judicially determined to have resulted primarily from the Bank’s willful misconduct, bad faith or gross negligence.. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Adviser will reimburse or cause to be reimbursed such Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith. As promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Adviser in writing of the commencement thereof; but the failure so to notify the Adviser (i) will not relieve the Adviser from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Adviser from any liability which it may have otherwise than on account of this Indemnification Agreement. The indemnifying party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay or cause to be paid the incurred fees and disbursements of such counsel related to or arising out of the Agreement or such proceeding. In any Matters. The Company will promptly reimburse such proceeding, any Indemnified Party for all costs and expenses as reasonably incurred (including shall have the right to retain its own counsel, but not limited to fees, costs the fees and expenses of counsel(ssuch counsel shall be at the expense of such Indemnified Party unless (i) and expert(s)the employment of such counsel has been authorized in writing by the indemnifying party, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in connection with addition to those available to the investigation of, preparation for or defense of, responding to third-party subpoenas related to, preparing to serve or serving as a witness with respect to, and/or providing evidence inindemnifying party, or otherwise relating that a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party that makes it impossible or inadvisable for counsel to the indemnifying party to conduct the defense of both the indemnifying party and the Indemnified Party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the indemnifying party; provided, that in no event shall the indemnifying party be required to pay fees and expenses for more than one firm of attorneys (in addition to any pending or threatened claim related local counsel) representing Indemnified Parties unless (based on the advice of counsel to or arising in any manner out the Indemnified Party) the defense of the Agreement or any Matters, or any action or proceeding arising therefrom, whether or not any one Indemnified Party isis unique or separate from that of another Indemnified Party subject to the same claim or action.. No indemnifying party shall, or is threatened to be, a formal party to such pending or threatened litigation or other proceeding. Without without the prior written consent of RBCCMthe Indemnified Parties, (A) neither the Company nor any member of the Company’s Board of Directors shall settle, compromise, settle or compromise or consent to the entry of any judgment in with respect to any Proceeding, commenced or otherwise seek to terminate any pending or threatened litigation or other proceeding relating to the Agreement threatened, or any Matters claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not any the Indemnified Party isParties are actual or potential parties thereto), or is threatened to be, a formal party to such pending or threatened litigation or other proceeding) and (B) the Company shall not participate in or facilitate any unless such settlement, compromise, compromise or consent or termination on behalf of the Company’s Board of Directors unless in each of (A) and (B) such settlement, compromise, consent or termination (i) includes an express, complete and unconditional release of RBCCM and its affiliates (and their respective control persons, partners, directors, officers, employees, consultants and agents) with respect to each Indemnified Party from all claims asserted in liability arising out of such litigation or relating to the Agreement or any Matters (such release to be set forth in an instrument signed by all parties to such settlement, compromise, consent or termination) Proceeding and (ii) does not include any a statement as to, to or any an admission of, of fault, culpability or a failure to act by or on behalf of any Indemnified Party. Without If such indemnification were not to be available for any reason, the Adviser agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Adviser, its owners and affiliates and Angel Oak Dynamic Financial Strategies Income Term Trust (the “Fund”), on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Adviser, its owners and affiliates and the Fund, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. Adviser agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Adviser, its owners and affiliates and the Fund, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Adviser, its owners and affiliates or the Fund, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Adviser contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Adviser or other conduct by the Adviser (or its employees or other agents), on the one hand, or by the Bank, on the other hand. The Adviser will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without the Bank’s prior written consent of the Company, which consent. The foregoing indemnity and contribution agreement shall not be unreasonably withheld, delayed in addition to any rights that any Indemnified Party may have at common law or conditioned, otherwise. The Adviser agrees that no Indemnified Party shall settle have any liability to the Adviser or compromise any claim for person asserting claims on behalf of or in right of the Adviser with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Adviser or the Fund resulted solely from the gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE ADVISER AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE ADVISER HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE ADVISER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE ADVISER AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE ADVISER, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE ADVISER IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Agreement together with the Structuring Fee Agreement constitutes the final and entire agreement and understanding between the parties to this Agreement relative to the subject matter of this Agreement and supersedes all prior agreements and understandings (whether written or oral) between such parties concerning the subject matter of this Agreement. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which indemnification or contribution may beshall be deemed an original, but all of which shall constitute one and the same agreement.

Applicability to the Fund. Nothing in this Agreement is intended to or shall be deemed to bind the Fund, and the Fund shall have no obligation or liability under or in respect of this Agreement or the transaction contemplated hereby. This Agreement shall be effective as of the date first written above. ABERDEEN STANDARD INVESTMENTS Very truly yours, ANGEL OAK CAPITAL ADVISORS, LLC By: Name: Title: Agreed and Accepted: XXXXX, XXXXXXXX & XXXXX, INC. By: Name: Title: RBC CAPITAL MARKETSXxxxx, LLC By: Name: Title: RBC Capital MarketsXxxxxxxx & Xxxxx, LLC Three World Financial CenterInc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, 8th Floor 000 Xxxxx Xxxxxx, New York, New York 10281-8098 XX 00000 Ladies and Gentlemen: In connection with the engagement of RBC Capital MarketsXxxxx, LLC Xxxxxxxx & Xxxxx, Inc. (the “RBCCMBank”) to advise and assist the undersigned, Aberdeen Standard Investments Inc. (Angel Oak Capital Advisors, LLC, together with its affiliates, subsidiaries, successors affiliates and assigns, subsidiaries (the “CompanyAdviser”), with respect to the matters set forth in the Structuring Fee Agreement dated [ ], 2020 between the Company Adviser and RBCCM the Bank (the “Agreement”), in the Company shall indemnify and hold harmless RBCCM and event that the Bank, any of its affiliates and their respective employeesaffiliates, directorseach other person, officersif any, consultants, agents and persons deemed to be in control of RBCCM controlling the Bank or any of its affiliates within affiliates, their respective officers, current and former directors, employees and agents, or the meaning successors or assigns of any of the Securities Act of 1933 foregoing persons (collectively, the “Indemnified Parties” Bank and individually each such other person or entity being referred to as an “Indemnified Party”)) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Adviser agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any claims, losses, expenses, damages and liabilities, joint or several, as they may be incurred, related to or arising in any manner out of any transaction, proposal or any other matter contemplated by the engagement of RBCCM under the Agreement, or otherwise in connection with services provided with respect to a potential transaction whether prior to or subsequent to the date hereof (the “Matters”). The Company also agrees that neither RBCCM nor any other Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or its affiliates, partners, directors, officers, consultants, agents, employees, controlling persons, creditors or securityholders for any losses, claims, damages, liabilities and expenses, including the fees and expenses of counsel to the Indemnified Parties with respect to the services performed pursuant to and in accordance with the Agreement. The Adviser will not, however, be responsible for any claims, liabilities, losses, damages or expenses which are finally judicially determined to have resulted primarily from the Bank’s willful misconduct, bad faith or gross negligence.. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Adviser will reimburse or cause to be reimbursed such Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith. As promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Adviser in writing of the commencement thereof; but the failure so to notify the Adviser (i) will not relieve the Adviser from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Adviser from any liability which it may have otherwise than on account of this Indemnification Agreement. The indemnifying party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay or cause to be paid the incurred fees and disbursements of such counsel related to or arising out of the Agreement or such proceeding. In any Matters. The Company will promptly reimburse such proceeding, any Indemnified Party for all costs and expenses as reasonably incurred (including shall have the right to retain its own counsel, but not limited to fees, costs the fees and expenses of counsel(ssuch counsel shall be at the expense of such Indemnified Party unless (i) and expert(s)the employment of such counsel has been authorized in writing by the indemnifying party, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in connection with addition to those available to the investigation of, preparation for or defense of, responding to third-party subpoenas related to, preparing to serve or serving as a witness with respect to, and/or providing evidence inindemnifying party, or otherwise relating that a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party that makes it impossible or inadvisable for counsel to the indemnifying party to conduct the defense of both the indemnifying party and the Indemnified Party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the indemnifying party; provided, that in no event shall the indemnifying party be required to pay fees and expenses for more than one firm of attorneys (in addition to any pending or threatened claim related local counsel) representing Indemnified Parties unless (based on the advice of counsel to or arising in any manner out the Indemnified Party) the defense of the Agreement or any Matters, or any action or proceeding arising therefrom, whether or not any one Indemnified Party isis unique or separate from that of another Indemnified Party subject to the same claim or action.. No indemnifying party shall, or is threatened to be, a formal party to such pending or threatened litigation or other proceeding. Without without the prior written consent of RBCCMthe Indemnified Parties, (A) neither the Company nor any member of the Company’s Board of Directors shall settle, compromise, settle or compromise or consent to the entry of any judgment in with respect to any Proceeding, commenced or otherwise seek to terminate any pending or threatened litigation or other proceeding relating to the Agreement threatened, or any Matters claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not any the Indemnified Party isParties are actual or potential parties thereto), or is threatened to be, a formal party to such pending or threatened litigation or other proceeding) and (B) the Company shall not participate in or facilitate any unless such settlement, compromise, compromise or consent or termination on behalf of the Company’s Board of Directors unless in each of (A) and (B) such settlement, compromise, consent or termination (i) includes an express, complete and unconditional release of RBCCM and its affiliates (and their respective control persons, partners, directors, officers, employees, consultants and agents) with respect to each Indemnified Party from all claims asserted in liability arising out of such litigation or relating to the Agreement or any Matters (such release to be set forth in an instrument signed by all parties to such settlement, compromise, consent or termination) Proceeding and (ii) does not include any a statement as to, to or any an admission of, of fault, culpability or a failure to act by or on behalf of any Indemnified Party. Without If such indemnification were not to be available for any reason, the Adviser agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Adviser, its owners and affiliates and Angel Oak Dynamic Financial Strategies Income Term Trust (the “Fund”), on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Adviser, its owners and affiliates and the Fund, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. Adviser agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Adviser, its owners and affiliates and the Fund, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Adviser, its owners and affiliates or the Fund, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Adviser contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Adviser or other conduct by the Adviser (or its employees or other agents), on the one hand, or by the Bank, on the other hand. The Adviser will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without the Bank’s prior written consent of the Company, which consent. The foregoing indemnity and contribution agreement shall not be unreasonably withheld, delayed in addition to any rights that any Indemnified Party may have at common law or conditioned, otherwise. The Adviser agrees that no Indemnified Party shall settle have any liability to the Adviser or compromise any claim for person asserting claims on behalf of or in right of the Adviser with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Adviser or the Fund resulted solely from the gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE ADVISER AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE ADVISER HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE ADVISER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE ADVISER AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE ADVISER, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE ADVISER IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Agreement together with the Structuring Fee Agreement constitutes the final and entire agreement and understanding between the parties to this Agreement relative to the subject matter of this Agreement and supersedes all prior agreements and understandings (whether written or oral) between such parties concerning the subject matter of this Agreement. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which indemnification or contribution may beshall be deemed an original, but all of which shall constitute one and the same agreement.

Applicability to the Fund. Nothing in this Agreement is intended to to, or shall be deemed to bind bind, the Fund, and the Fund shall have no obligation or liability under under, or in respect of of, this Agreement or the transaction contemplated hereby. This Agreement shall be effective as of the date first written above. ABERDEEN STANDARD INVESTMENTS INC. Very truly yours, DOUBLELINE CAPITAL LP By: Name: Title: RBC CAPITAL MARKETSAgreed and Accepted: XXXXXX, LLC XXXXXXXX & COMPANY, INCORPORATED By: Name: Title: RBC Capital MarketsXxxxxx, LLC Three World Financial CenterXxxxxxxx & Company, 8th Floor 000 Incorporated Xxx Xxxxx Xxxxxx, New York00xx Xxxxx Xxxxxxxxx, New York 10281-8098 XX 00000 Ladies and Gentlemen: In connection with the engagement of RBC Capital MarketsXxxxxx, LLC Xxxxxxxx & Company, Incorporated (the “RBCCMBank”) to advise and assist the undersigned, Aberdeen Standard Investments Inc. (DoubleLine Capital LP, together with its affiliates, subsidiaries, successors affiliates and assigns, subsidiaries (the “CompanyAdviser”), with respect to the matters set forth in the Structuring Fee Agreement dated [ February [•], 2020 between the Company Adviser and RBCCM the Bank (the “Agreement”), in the Company shall indemnify and hold harmless RBCCM and event that the Bank, any of its affiliates and their respective employeesaffiliates, directorseach other person, officersif any, consultants, agents and persons deemed to be in control of RBCCM controlling the Bank or any of its affiliates within affiliates, their respective officers, current and former directors, employees and agents, or the meaning successors or assigns of any of the Securities Act of 1933 foregoing persons (collectively, the “Indemnified Parties” Bank and individually each such other person or entity being referred to as an “Indemnified Party”)) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Adviser agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any claims, losses, expenses, damages and liabilities, joint or several, as they may be incurred, related to or arising in any manner out of any transaction, proposal or any other matter contemplated by the engagement of RBCCM under the Agreement, or otherwise in connection with services provided with respect to a potential transaction whether prior to or subsequent to the date hereof (the “Matters”). The Company also agrees that neither RBCCM nor any other Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or its affiliates, partners, directors, officers, consultants, agents, employees, controlling persons, creditors or securityholders for any losses, claims, damages, liabilities and expenses, including the fees and expenses of counsel to the Indemnified Parties, with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses related resulted primarily from the gross negligence or willful misconduct (including bad faith) of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to or arising out of the Agreement or any Matters. The Company services performed pursuant to and in accordance with the Agreement, the Adviser will promptly reimburse any such Indemnified Party for all costs its legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by such Indemnified Party in connection therewith. As promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Adviser in writing of the commencement thereof; but the failure so to notify the Adviser (i) will not relieve the Adviser from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Adviser from any liability which it may have otherwise than on account of this Indemnification Agreement. The indemnifying party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the indemnified party to represent the Indemnified Party and shall pay the reasonably incurred (including fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but not limited to fees, costs the fees and expenses of counsel(ssuch counsel shall be at the expense of such Indemnified Party unless (i) the indemnifying party and expert(s)the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in connection with the investigation of, preparation for or defense of, responding to third-party subpoenas related to, preparing to serve or serving as a witness with respect to, and/or providing evidence in, or otherwise relating named parties to any pending or threatened claim related to or arising in such proceeding (including any manner out of impleaded parties) include both the Agreement or any Matters, or any action or proceeding arising therefrom, whether or not any indemnifying party and the Indemnified Party isand representation of both parties by the same counsel would be inappropriate due to actual or potential differing and unresolvable interests between them. No indemnifying party shall, or is threatened to be, a formal party to such pending or threatened litigation or other proceeding. Without without the prior written consent of RBCCMthe Indemnified Parties (which may not be unreasonably withheld, (A) neither the Company nor any member of the Company’s Board of Directors shall settledelayed or deferred), compromise, settle or compromise or consent to the entry of any judgment in or otherwise seek with respect to terminate any pending or threatened litigation or other proceeding relating to the Agreement litigation, or any Matters 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 hereunder (whether or not any the Indemnified Party isParties are actual or potential parties thereto), or is threatened to be, a formal party to such pending or threatened litigation or other proceeding) and (B) the Company shall not participate in or facilitate any unless such settlement, compromise, compromise or consent or termination on behalf of the Company’s Board of Directors unless in each of (A) and (B) such settlement, compromise, consent or termination (i) includes an express, complete and unconditional release of RBCCM and its affiliates (and their respective control personseach Indemnified Party from all liability arising out of such litigation, partnersinvestigation, directors, officers, employees, consultants and agents) with respect to all claims asserted in such litigation proceeding or relating to the Agreement or any Matters (such release to be set forth in an instrument signed by all parties to such settlement, compromise, consent or termination) claim and (ii) does not include any a statement as to, to or any an admission of, of fault, culpability or a failure to act by or on behalf of any Indemnified Party. Without If such indemnification were not to be available for any reason, the Adviser agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Adviser and its owners and affiliates, on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Adviser and its owners and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. Adviser agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Adviser and its owners and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Adviser or its owners and affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Adviser contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Adviser or other conduct by the Adviser (or its employees or other agents), on the one hand, or by the Bank (or its employees or other agents), on the other hand. Notwithstanding the provisions of this paragraph, an Indemnified Party shall not be entitled to contribution from the Adviser if it is determined that such Indemnified Party was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Adviser or the Fund was not guilty of such fraudulent misrepresentation. The Adviser will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without the Bank’s prior written consent of the Company, (which consent shall not be unreasonably withheld, delayed ). The foregoing indemnity and contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or conditioned, otherwise. The Adviser agrees that no Indemnified Party shall settle have any liability to the Adviser or compromise any claim person asserting claims on behalf of or in right of the Adviser with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Adviser or the Fund resulted primarily from the gross negligence or willful misconduct (including bad faith) of the Bank in performing the services that are the subject of the Agreement. For clarification, the parties to this Indemnification Agreement agree that the term “affiliate,” as used in the definition of “Adviser” herein, does not include any registered investment company for which indemnification the Adviser or contribution any of its affiliates serve as investment adviser. Nothing in this Indemnification Agreement is intended to, or shall be deemed to bind, DoubleLine Yield Opportunities Fund (the “Fund”), and the Fund shall have no obligation or liability under or in respect of this Indemnification Agreement or the transaction contemplated hereby. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE ADVISER AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE ADVISER HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE ADVISER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE ADVISER AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE ADVISER AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE ADVISER IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Agreement together with the Structuring Fee Agreement constitutes the final and entire agreement and understanding between the parties to this Agreement relative to the subject matter of this Agreement and supersedes all prior agreements and understandings (whether written or oral) between such parties concerning the subject matter of this Agreement. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may bebe executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

Applicability to the Fund. Nothing in this Agreement is intended to or shall be deemed to bind the Fund, and the Fund shall have no obligation or liability under or in respect of this Agreement or the transaction contemplated hereby. This Agreement shall be effective as of the date first written above. ABERDEEN STANDARD INVESTMENTS Very truly yours, ANGEL OAK CAPITAL ADVISORS, LLC By: Name: Title: Agreed and Accepted: XXXXX, XXXXXXXX & XXXXX, INC. By: Name: Title: RBC CAPITAL MARKETSXxxxx, LLC By: Name: Title: RBC Capital MarketsXxxxxxxx & Xxxxx, LLC Three World Financial CenterInc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, 8th Floor 000 Xxxxx Xxxxxx, New York, New York 10281-8098 XX 00000 Ladies and Gentlemen: In connection with the engagement of RBC Capital MarketsXxxxx, LLC Xxxxxxxx & Xxxxx, Inc. (the “RBCCMBank”) to advise and assist the undersigned, Aberdeen Standard Investments Inc. (Angel Oak Capital Advisors, LLC, together with its affiliates, subsidiaries, successors affiliates and assigns, subsidiaries (the “CompanyAdviser”), with respect to the matters set forth in the Structuring Fee Agreement dated [ ], 2020 2019 between the Company Adviser and RBCCM the Bank (the “Agreement”), in the Company shall indemnify and hold harmless RBCCM and event that the Bank, any of its affiliates and their respective employeesaffiliates, directorseach other person, officersif any, consultants, agents and persons deemed to be in control of RBCCM controlling the Bank or any of its affiliates within affiliates, their respective officers, current and former directors, employees and agents, or the meaning successors or assigns of any of the Securities Act of 1933 foregoing persons (collectively, the “Indemnified Parties” Bank and individually each such other person or entity being referred to as an “Indemnified Party”)) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Adviser agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any claims, losses, expenses, damages and liabilities, joint or several, as they may be incurred, related to or arising in any manner out of any transaction, proposal or any other matter contemplated by the engagement of RBCCM under the Agreement, or otherwise in connection with services provided with respect to a potential transaction whether prior to or subsequent to the date hereof (the “Matters”). The Company also agrees that neither RBCCM nor any other Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or its affiliates, partners, directors, officers, consultants, agents, employees, controlling persons, creditors or securityholders for any losses, claims, damages, liabilities and expenses, including the fees and expenses of counsel to the Indemnified Parties with respect to the services performed pursuant to and in accordance with the Agreement. The Adviser will not, however, be responsible for any claims, liabilities, losses, damages or expenses which are finally judicially determined to have resulted primarily from the Bank’s willful misconduct, bad faith or gross negligence.. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Adviser will reimburse or cause to be reimbursed such Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith. As promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Adviser in writing of the commencement thereof; but the failure so to notify the Adviser (i) will not relieve the Adviser from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Adviser from any liability which it may have otherwise than on account of this Indemnification Agreement. The indemnifying party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay or cause to be paid the incurred fees and disbursements of such counsel related to or arising out of the Agreement or such proceeding. In any Matters. The Company will promptly reimburse such proceeding, any Indemnified Party for all costs and expenses as reasonably incurred (including shall have the right to retain its own counsel, but not limited to fees, costs the fees and expenses of counsel(ssuch counsel shall be at the expense of such Indemnified Party unless (i) and expert(s)the employment of such counsel has been authorized in writing by the indemnifying party, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in connection with addition to those available to the investigation of, preparation for or defense of, responding to third-party subpoenas related to, preparing to serve or serving as a witness with respect to, and/or providing evidence inindemnifying party, or otherwise relating that a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the indemnifying party that makes it impossible or inadvisable for counsel to the indemnifying party to conduct the defense of both the indemnifying party and the Indemnified Party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the indemnifying party; provided, that in no event shall the indemnifying party be required to pay fees and expenses for more than one firm of attorneys (in addition to any pending or threatened claim related local counsel) representing Indemnified Parties unless (based on the advice of counsel to or arising in any manner out the Indemnified Party) the defense of the Agreement or any Matters, or any action or proceeding arising therefrom, whether or not any one Indemnified Party isis unique or separate from that of another Indemnified Party subject to the same claim or action.. No indemnifying party shall, or is threatened to be, a formal party to such pending or threatened litigation or other proceeding. Without without the prior written consent of RBCCMthe Indemnified Parties, (A) neither the Company nor any member of the Company’s Board of Directors shall settle, compromise, settle or compromise or consent to the entry of any judgment in with respect to any Proceeding, commenced or otherwise seek to terminate any pending or threatened litigation or other proceeding relating to the Agreement threatened, or any Matters claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not any the Indemnified Party isParties are actual or potential parties thereto), or is threatened to be, a formal party to such pending or threatened litigation or other proceeding) and (B) the Company shall not participate in or facilitate any unless such settlement, compromise, compromise or consent or termination on behalf of the Company’s Board of Directors unless in each of (A) and (B) such settlement, compromise, consent or termination (i) includes an express, complete and unconditional release of RBCCM and its affiliates (and their respective control persons, partners, directors, officers, employees, consultants and agents) with respect to each Indemnified Party from all claims asserted in liability arising out of such litigation or relating to the Agreement or any Matters (such release to be set forth in an instrument signed by all parties to such settlement, compromise, consent or termination) Proceeding and (ii) does not include any a statement as to, to or any an admission of, of fault, culpability or a failure to act by or on behalf of any Indemnified Party. Without If such indemnification were not to be available for any reason, the Adviser agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Adviser, its owners and affiliates and Angel Oak Financial Strategies Income Term Trust (the “Fund”), on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Adviser, its owners and affiliates and the Fund, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. Adviser agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Adviser, its owners and affiliates and the Fund, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Adviser, its owners and affiliates or the Fund, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Adviser contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Adviser or other conduct by the Adviser (or its employees or other agents), on the one hand, or by the Bank, on the other hand. The Adviser will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without the Bank’s prior written consent of the Company, which consent. The foregoing indemnity and contribution agreement shall not be unreasonably withheld, delayed in addition to any rights that any Indemnified Party may have at common law or conditioned, otherwise. The Adviser agrees that no Indemnified Party shall settle have any liability to the Adviser or compromise any claim for person asserting claims on behalf of or in right of the Adviser with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Adviser or the Fund resulted solely from the gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE ADVISER AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE ADVISER HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE ADVISER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE ADVISER AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE ADVISER, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE ADVISER IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Agreement together with the Structuring Fee Agreement constitutes the final and entire agreement and understanding between the parties to this Agreement relative to the subject matter of this Agreement and supersedes all prior agreements and understandings (whether written or oral) between such parties concerning the subject matter of this Agreement. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which indemnification or contribution may beshall be deemed an original, but all of which shall constitute one and the same agreement.