Common use of Indemnification by the Underwriters Clause in Contracts

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the paragraph under the caption “Discounts and Commissions” and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th and 8th paragraphs under such the caption “Stabilization” (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(i) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representative expressly for use following information in the Registration Statement Prospectus: the information describing certain terms of the offering in the fourth paragraph, the ninth paragraph on market-making (or any amendment theretothe first two sentences of such paragraph only), or in any preliminary prospectus, any Issuer Free Writing Prospectus or and the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing twelfth and thirteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative [Underwriter] expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth (i) in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the information appearing Securities, (ii) under the caption heading “Underwriting” ”, (iii) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (iv) the sentences related to concessions and reallowances and (v) the paragraph related to prospectuses in electronic format in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act (each, an “Underwriter Indemnified Party”), against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, to which such Underwriter Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the first paragraph under the caption “Underwriting—Underwriting Discounts and Commissions” therein and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6thsixth, 7th seventh and 8th eighth paragraphs under the table set forth in such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing under the caption “Underwriting—Discounts and Commissions” and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in under the 6th, 7th and 8th paragraphs under such caption “Underwriting—Stabilization” (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless (i) the CompanyPartnership, its directors, the directors and each of its the officers of the General Partner who signed the Registration Statement Statement, and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and (ii) each Selling Unitholder, each Selling Unitholder’s directors and officers, and each person, if any, who controls such Selling Unitholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection subsections (a) and (b) of this Section 67, as incurred, but only with respect to such untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in the Statutory Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or in any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus in reliance upon and in conformity with written information the Underwriting Information furnished to the Company Partnership by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, its their respective directors, each of its their respective officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Partnership Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection clause (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representative Xxxxx Fargo Securities expressly for use therein. The Company hereby acknowledges Underwriters severally confirm and agrees the Partnership Parties acknowledge and agree that the information furnished table of the names of, and the number of Firm Units to be purchased by, each of the Company Underwriters, the public offering price and the statements regarding delivery of Common Units by the Underwriters through set forth on the Representative expressly cover page of, and the paragraph relating to price stabilization by the Underwriters appearing under the caption “Underwriting” in, the most recent preliminary prospectus and the Prospectus constitute the only information concerning the Underwriters furnished in writing to the Partnership by or on behalf of the Underwriters specifically for use in the Registration Statement (or any amendment thereto), or inclusion in any preliminary prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)thereto.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership, its the General Partner’s directors, each of its the General Partner’s officers who signed the Registration Statement and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representative Representatives expressly for use therein. The Company Partnership hereby acknowledges and agrees that the information furnished to the Company Partnership by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the first paragraph under the caption “Discounts,” (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th first and 8th second paragraphs under such the caption “Stabilization” and (but only insofar as such iii) the information concerns regarding the Underwriters)limitation on sales to discretionary accounts appearing in the first paragraph under the caption “Discretionary Accounts.”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Wxxxx Fargo expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that (i) the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding the expected delivery of the information appearing Securities and, under the caption heading “Underwriting” ”: (ii) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyFund and the Investment Manager, its and their respective trustees and directors, each of its officers Fund officer who signed the Registration Statement and each person, if any, who controls the Company Fund or the Investment manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), in any Sales Material or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Fund or the Investment Manager by such Underwriter through the Representative Representatives expressly for use therein. The Company Fund hereby acknowledges and agrees that the information furnished to the Company Fund or the Investment Manager by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), in any Sales Material or in any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the sixth paragraph under such caption, stabilization and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the 6thtenth, 7th eleventh, twelfth, thirteenth and 8th fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters)) and (iii) the information regarding market making by the Underwriters appearing in the eighth paragraph under such caption.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Wachovia expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing 17 sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth [in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the information appearing Securities and, under the caption “heading "Underwriting” ", (i) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids] in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directorsthe Adviser and the Administrator, each of its officers who signed the Registration Statement their directors, affiliates, officers, employees, partners and members, and each person, if any, who controls the Company Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the thirteenth, fourteenth, fifteenth and sixteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Wachovia expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the information appearing Preferred Shares and, under the caption heading “Underwriting” ”, (i) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Preferred Shares, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to prospectuses in electronic format in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and its directors, each officer of its officers the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, and the Selling Stockholder against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 9(a) of this and Section 69(b), respectively, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus, any Road Show or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter through the Representative or Underwriters expressly for use therein. The Company and the Selling Stockholder hereby acknowledges and agrees acknowledge that the only information that the Underwriters have furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus, any Road Show or the Prospectus (or any amendment or supplement to any of thereto) are the foregoing)statements set forth in the third, consists exclusively of the information appearing twelfth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus (the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters“Underwriter Information”).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCarvana Parties, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company such Carvana Party within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Carvana Parties by such Underwriter through the Representative Representatives expressly for use therein. The Company Carvana Parties hereby acknowledges acknowledge and agrees agree that the information furnished to the Company Carvana Parties by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and Prospectus: the Prospectus information regarding market-makingstabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6theleventh, 7th twelfth and 8th thirteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th and 8th paragraphs ninth paragraph under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the first paragraph under the caption “Underwriting” (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th second and 8th third paragraphs under such the caption “Stabilization” (but only insofar as such information concerns the Underwriters)) and (iii) the information regarding the limitation on sales to discretionary accounts appearing under the caption “Discretionary Accounts”.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus, the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).General Disclosure Package or

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, its their respective directors, each of its their respective officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Partnership Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection clause (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representative X.X. Xxxxxx Securities expressly for use therein. The Company hereby acknowledges Underwriters severally confirm and agrees the Partnership Parties acknowledge and agree that the information furnished table of the names of, and the number of Initial Units to be purchased by, each of the Company Underwriters, the public offering price and the statements regarding delivery of Common Units by the Underwriters through set forth on the Representative expressly cover page of, and the paragraph relating to price stabilization by the Underwriters appearing under the caption “Underwriting” in, the most recent preliminary prospectus and the Prospectus constitute the only information concerning the Underwriters furnished in writing to the Partnership by or on behalf of the Underwriters specifically for use in the Registration Statement (or any amendment thereto), or inclusion in any preliminary prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)thereto.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th tenth and 8th eleventh paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Stockholder, its directors and officers and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and reasonably incurred, documented expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to the extent based upon or arising out of any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement (or based upon any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company in writing by such or on behalf of any Underwriter through the Representative Representatives expressly for use thereinin the Offering Disclosure. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th fourteenth and 8th fifteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters)caption.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directorsthe Adviser and the Administrator, each of its officers who signed the Registration Statement their directors, affiliates, officers, employees, partners and members, and each person, if any, who controls the Company Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the thirteenth, fourteenth and fifteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Pre-Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Representative Representatives or counsel for the Underwriters expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters directly or through the Representative Representatives or counsel for the Underwriters expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Pre-Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-the concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding market making, stabilization and stabilization, syndicate covering transactions and penalty bids appearing in the 6thseventh, 7th eighth and 8th ninth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representative expressly for use following information in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus: the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoing), consists exclusively of offering in the information appearing fourth paragraph under the caption “UnderwritingUnderwriting (Conflicts of Interest)” (with the exception of the first sentence) and the information related to short positions and passive market making contained in the Pre-Pricing Prospectus twelfth, fourteenth and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th fifteenth paragraphs under such the caption “Underwriting (but only insofar as such information concerns the UnderwritersConflicts of Interest).”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, members and shareholders, each of its the Company’s officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430C Information, or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus sales material, the Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430C Information, or in any preliminary prospectussuch Preliminary Prospectus, any Issuer Free Writing Prospectus sales material, Disclosure Package or the Prospectus (or any amendment or supplement to any of thereto). The Company acknowledges that the foregoing), consists exclusively of the information appearing under the caption “Underwriting” statements set forth in the Pre-Pricing Preliminary Prospectus and the Prospectus in (i) the last paragraph of the cover page regarding market-makingdelivery of the Securities and (ii) under the heading “Underwriting,” (A) the list of Underwriters and their respective participation in the sale of the Securities, stabilization (B) the sentences related to concessions and reallowances and (C) the paragraph related to stabilization, syndicate covering transactions appearing and penalty bids constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns Disclosure Package or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsTrust and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company Trust or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Trust or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Xxxxx Fargo expressly for use in the Registration Statement (or any amendment thereto), or in any of such preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Trust and the Adviser acknowledge that (i) the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding the expected delivery of the information appearing Securities and, under the caption heading “Underwriting,” (ii) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in the Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, its the Parent and the Selling Unitholder, their respective directors, each of its their respective officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Partnership Parties, the Parent or the Selling Unitholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection clause (a) of this Section 67, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representative Xxxxx Fargo expressly for use therein. The Company hereby acknowledges Underwriters severally confirm and agrees the Partnership Parties, the Parent and the Selling Unitholder acknowledge and agree that the information furnished table of the names of, and the number of Firm Units to be purchased by, each of the Company Underwriters, the public offering price and the statements regarding delivery of shares by the Underwriters through set forth on the Representative expressly cover page of, and the paragraph relating to price stabilization by the Underwriters appearing under the caption “Underwriting” in, the most recent preliminary prospectus and the Prospectus constitute the only information concerning the Underwriters furnished in writing to the Partnership by or on behalf of the Underwriters specifically for use in the Registration Statement (or any amendment thereto), or inclusion in any preliminary prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)thereto.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its the Adviser, their directors, each of its their officers who signed the Registration Statement and each person, if any, who controls the Company or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described to the same extent as in the indemnity contained set forth in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages and expenses that arise out of, or are based upon, any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th sixteenth and 8th seventeenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsTrust and the Advisors, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Trust or the Advisors within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Trust or the Advisors by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Wachovia expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Trust and the Advisors acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the information appearing Securities and, under the caption heading “Underwriting” ”, (i) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (ii) the sentences related to concessions and reallowances and (iii) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of its officers the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 66(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus free writing prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter through the Representative or Underwriters expressly for use therein. The Company hereby acknowledges and agrees that the only information that the Underwriter or Underwriters has furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus or the Prospectus free writing prospectus (or any amendment or supplement to any thereto) are the statements set forth in the fifth paragraph and the first sentence of the foregoing), consists exclusively of the information appearing thirteenth paragraph under the caption “Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus (the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters“Underwriter Information”).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th and 8th paragraphs under such the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative UBS expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that (i) the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding the expected delivery of the information appearing Securities and, under the caption heading “Underwriting” ”, (ii) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th eleventh and 8th twelfth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Company Indemnified Party and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Selling Securityholder Indemnified Party against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 7(a) of this Section 6hereof, to which such Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-the concession and reallowance appearing in the third paragraph under the caption “Underwriting” therein and (ii) the information regarding market making, stabilization and stabilization, syndicate covering transactions and penalty bids appearing in the 6thsecond, 7th third and 8th fourth paragraphs under the second table set forth in such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(i) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representative expressly for use following information in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus: the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoing), consists exclusively of offering in the information appearing fifth paragraph under the caption “Underwriting” (with the exception of the first sentence) and the information related to short positions and passive market making contained in the Pre-Pricing Prospectus tenth, eleventh and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th thirteenth paragraphs under such the caption (but only insofar as such information concerns the Underwriters)“Underwriting.”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissionsomissions of a material fact, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” specified in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Section 10 hereof.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directorstrustees, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 67, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company in writing by such any Underwriter through the Representative expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter as of the Company by date hereof consists of the Underwriters through the Representative expressly for use following information in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any furnished on behalf of the foregoing), consists exclusively of each Underwriter: the information appearing in the third, eleventh and twelfth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-market making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs 10th paragraph under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Underwriter expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the information appearing Preferred Shares and, under the caption heading “Underwriting” ”, (i) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Preferred Shares, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to prospectuses in electronic format in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and the Operating Partnership and each person, if any, who controls the Company and the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), ) or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), which information is described in Section 1(a)(1) hereof. The indemnity agreement set forth in this Section 6(c) shall be in addition to any of liabilities that the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Underwriters may otherwise have.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, its their directors, each of its their officers who signed the Registration Statement and each person, if any, who controls the Company Partnership Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representative Representatives expressly for use therein. The Company Partnership hereby acknowledges and agrees that the information furnished to the Company Partnership by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6ththirteenth, 7th fourteenth and 8th fifteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th thirteenth and 8th fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 9(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Preliminary Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the [·] paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th and 8th paragraphs [·] paragraph under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th twelfth and 8th thirteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsTrust and the Advisors, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Trust or the Advisors within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Trust or the Advisors by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Wachovia expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Trust and the Advisors acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the information appearing Securities and, under the caption heading “Underwriting” ”, (i) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding marketthe concession and reallowance appearing under the caption “Underwriting-makingDiscounts and Commissions” and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in under the 6th, 7th and 8th paragraphs under such caption “Underwriting-Stabilization” (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Company Indemnified Party and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Selling Securityholder Indemnified Party against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 7(a) of this Section 6hereof, to which such Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-the concession and reallowance appearing in the third paragraph under the caption “Underwriting” therein and (ii) the information regarding market making, stabilization and stabilization, syndicate covering transactions and penalty bids appearing in the 6thsecond, 7th third and 8th fourth paragraphs under the second table set forth in such caption (but only insofar as such information described in clauses (i) and (ii) above concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the 6th paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th14th, 7th 15th and 8th 17th paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissionsomissions of a material fact, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” specified in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Section 10 hereof.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-makingProspectus: (i) the first and third sentences of the fourth paragraph appearing under the caption “Underwriting (Conflicts of Interest)”; and (ii) the second sentence of the first paragraph, stabilization the first, fourth and syndicate covering transactions fifth sentences of the second paragraph and the third sentence of the third paragraph appearing in under the 6thcaption “Underwriting (Conflicts of Interest) – Price Stabilization, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Short Positions”.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement Statement, the Forward Seller and the Forward Counterparty, their respective affiliates, directors and officers, and each person, if any, who controls the Company Company, the Forward Seller or the Forward Counterparty within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section 6, as incurredabove, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written any information relating to such Underwriter, the Forward Seller or the Forward Counterparty furnished to the Company in writing by or on behalf of such Underwriter through Underwriter, the Representative expressly for use therein. The Company hereby acknowledges and agrees that Forward Seller or the information furnished to the Company by the Underwriters Forward Counterparty through the Representative expressly for use in the Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” following paragraphs in the Pre-Pricing Preliminary Prospectus and the Prospectus regarding marketProspectus: the third paragraph and the twenty-making, stabilization and syndicate covering transactions appearing in second through the 6th, 7th and 8th twenty-eighth paragraphs under such caption (but only insofar as such information concerns the Underwriters)heading “Underwriting.”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6thtwelfth, 7th thirteenth and 8th fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representative expressly for use following information in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus: the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoing), consists exclusively of offering in the information appearing fifth paragraph under the caption “Underwriting” (with the exception of the first sentence) and the information related to short positions and passive market making contained in the Pre-Pricing Prospectus tenth, eleventh and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th thirteenth paragraphs under such the caption (but only insofar as such information concerns the Underwriters)“Underwriting.”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and Statement, each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Selling Stockholders and each person who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense of the type described in the indemnity contained in subsection (a) of this Section 6, mutatis mutandis, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in the Statutory Prospectus, any other any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, any General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges therein (and agrees the parties hereto agree that the only information included in the foregoing documents in reliance upon and in conformity with the information furnished or confirmed in writing to the Company by the Underwriters through the Representative or on behalf of any such Underwriter expressly for use therein is: the names of the Underwriters set forth on the cover page and in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any Underwriting Section of the foregoing)Prospectus, consists exclusively of the concession and reallowance figures appearing in the paragraph in the section "Underwriting", the information appearing contained in the fourth paragraph in the section "Underwriting" and the information under the caption “Underwriting” "Stabilization" in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)section "Underwriting".

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe discount appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6ththirteenth, 7th sixteenth and 8th eighteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” specified in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Section 10 hereof.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: [(i) the information regarding market-makingthe concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th twelfth and 8th thirteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters) (such information, collectively, the “Underwriter’ Information”)].

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCarvana Parties, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company such Carvana Party within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Carvana Parties by such Underwriter through the Representative Representatives expressly for use therein. The Company Carvana Parties hereby acknowledges acknowledge and agrees agree that the information furnished to the Company Carvana Parties by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession appearing in the sixth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th fourteenth and 8th sixteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Securities Act or Section 20 of the 1934 Exchange Act and each Selling Stockholder against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 11(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Preliminary Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the [third] paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th and 8th paragraphs [eleventh] paragraph under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the CompanyFund and the Investment Adviser, its each of their directors, each of its their officers who signed the Registration Statement and each person, if any, who controls the Company Fund or the Investment Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Investment Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Xxxxx Fargo expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Investment Adviser acknowledge that (i) the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding the expected delivery of the information appearing Securities and, under the caption heading “Underwriting” ”, (ii) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in under the 6thcaption “Underwriting—Price Stabilization, 7th Short Positions and 8th paragraphs under such caption Penalty Bids” (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the CompanyPartnership, its directors, the directors and each of its the officers of the General Partner who signed the Registration Statement Statement, and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection subsections (a) and (b) of this Section 6, as incurred, but only with respect to such untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or in any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus in reliance upon and in conformity with written information the Underwriting Information furnished to the Company Partnership by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directorsthe Adviser and the Administrator, each of its officers who signed the Registration Statement their directors, affiliates, officers, employees, partners and members, and each person, if any, who controls the Company Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) the names of the Underwriters and the principal business address of the Representatives and (ii) the information regarding price stabilizations and short positions appearing in the “Pricing Stabilization, Short Positions” section under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Pre-Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Representative Representatives or counsel for the Underwriters expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters directly or through the Representative Representatives or counsel for the Underwriters expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Pre-Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding market making, stabilization and syndicate covering transactions and appearing in the 6th, 7th tenth and 8th eleventh paragraphs (including the bullets thereunder) under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the fifth paragraph under such caption, (ii) the information regarding stabilization and syndicate covering transactions appearing in the 6th, 7th ninth and 8th tenth paragraphs under such caption (but only insofar as such information concerns the Underwriters)) and (iii) the information regarding market making by the Underwriters appearing in the eighth paragraph under such caption.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Manager, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Fund or the Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Manager by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Xxxxx Fargo expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Manager acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding the expected delivery of the information appearing Securities and, under the caption heading “Underwriting” ”, (i) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (ii) the sentences related to concessions and reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representative expressly for use following information in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus: the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoing), consists exclusively of offering in the information appearing third paragraph under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding marketinformation related to stabilizing transactions, over-makingallotment transactions, stabilization and syndicate covering transactions appearing and penalty bids contained in the 6ththirteenth, 7th fourteenth and 8th fifteenth paragraphs under such the caption (but only insofar as such information concerns the Underwriters)“Underwriting.”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6thtwelfth, 7th thirteenth and 8th fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Xxxxx Fargo expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing Sales Material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth in the sentence on the cover page regarding the expected date of delivery of the foregoing)Securities and, consists exclusively under the heading “Underwriting”: (i) the list of Underwriters and their respective participation in the sale of the information appearing under Securities, (ii) the caption “Underwriting” sentences related to concessions and reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the Pre-Pricing any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and the Operating Partnership and each person, if any, who controls the Company and the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Wachovia expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto), which information is set forth in Section 1(a)(1) hereof. The indemnity agreement set forth in this Section 6(c) shall be in addition to any of liabilities that the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Underwriters may otherwise have.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingstabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)) and (ii) the information regarding market making by the Underwriters appearing in the 10th paragraph under such caption.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Wachovia expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the information appearing Securities and, under the caption heading “Underwriting” ”, (i) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (ii) the sentences related to concessions and reallowances, and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6thtwelfth, 7th thirteenth and 8th fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th fifthteenth and 8th sixteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any Testing-the-Waters Writing, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any Testing-the-Waters Writing, consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the first paragraph under such caption “Discounts and Commissions” and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6thfirst paragraph (other than the last sentence), 7th the second paragraph and 8th paragraphs the fourth paragraph under such the caption “Stabilization” (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, its directorsFund and the Adviser, each of its their directors, trustees, members, each of their officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Wachovia expressly for use in the Registration Statement (or any amendment thereto), ) or in any such preliminary prospectus, any Issuer Free Writing sales material, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth (i) in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the information appearing Securities, (ii) under the caption “heading "Underwriting” ", (iii) the list of Underwriters and their respective participation in the Pre-Pricing sale of the Securities, (iv) the sentences related to concessions and reallowances and (v) the paragraph related to prospectuses in electronic format in any Preliminary Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing constitute the only information furnished in writing by or on behalf of the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns several Underwriters for inclusion in any Preliminary Prospectus or the Underwriters)Prospectus.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th fifteenth and 8th sixteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directorstrustees, each of its officers who signed the Registration Statement Statement, the Operating Partnership and the Manager and each person, if any, who controls the Company Company, the Operating Partnership and the Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus (or in any preliminary prospectusamendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus (or in any preliminary prospectusamendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoingthereto), consists exclusively of the which information appearing under the caption “Underwriting” is described in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)Section 1(a)(1) hereof.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Pre-Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Representative Representatives or counsel for the Underwriters expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters directly or through the Representative Representatives or counsel for the Underwriters expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectusthe Pre-Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-the concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding market making, stabilization and syndicate covering transactions and appearing in the 6th, 7th eleventh and 8th twelfth paragraphs (including the bullets thereunder) under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the 6th paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th12th, 7th 13th and 8th 14th paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Selling Stockholders against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in (i) the Statutory Prospectus, (ii) any other preliminary prospectus, (iii) any Issuer Free Writing Prospectus or the Prospectus, (iv) any General Disclosure Package, (v) any Written Testing-the-Waters Communication, (vi) Prospectus (or any amendment or supplement to any of the foregoingthereto), (vii) any Marketing Materials, or (viii) any Blue Sky Application in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges therein and agrees that set forth in the information furnished “blood letter” from the Underwriters to the Company by dated the Closing Date. This indemnity agreement will be in addition to any liability that the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)might otherwise have.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, its their respective directors, each of its their respective officers who signed the Registration Statement Statement, and each person, if any, who controls the Company Partnership Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection clause (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. The Company hereby acknowledges Underwriters severally confirm and agrees the Partnership Parties acknowledge and agree that the information furnished table of the names of, and the number of Firm Units to be purchased by, each of the Company Underwriters, the public offering price and the statements regarding delivery of Common Units by the Underwriters through set forth on the Representative expressly cover page of, and the paragraph relating to price stabilization by the Underwriters appearing under the caption “Underwriting” in, the most recent preliminary prospectus and the Prospectus constitute the only information concerning the Underwriters furnished in writing to the Partnership by or on behalf of the Underwriters specifically for use in the Registration Statement (or any amendment thereto), or inclusion in any preliminary prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or in any amendment or supplement to any of the foregoing), consists exclusively of the information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters)thereto.

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representative expressly for use following information in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus: the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoing), consists exclusively of offering in the information appearing fifth paragraph under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding market-makinginformation related to stabilizing transactions, stabilization and the underwriters’ option to purchase additional shares, syndicate covering transactions appearing and penalty bids contained in the 6ththirteenth, 7th fourteenth and 8th sixteenth paragraphs under such the caption (but only insofar as such information concerns the Underwriters)“Underwriting.”

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless 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 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus Prospectus: (i) the information regarding market-makingthe concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, stabilization and syndicate covering transactions and penalty bids appearing in the 6th, 7th and 8th paragraphs under such the caption “Underwriting (Conflicts of Interest)—Stabilization, Short Positions” (but only insofar as such information concerns the Underwriters).