Common use of Indemnification of Underwriter Clause in Contracts

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Written Testing-the-Waters Communication, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information, including roadshow materials, provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates, membersas such term is defined in Rule 501(b) of the 1933 Act Regulations (each, directorsan “Affiliate”), officersits selling agents, employees, agentsofficers and directors, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430B Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”) or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clauses (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the any Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto); it being understood and agreed that the only such information furnished in writing by or on behalf of the Underwriter for inclusion in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto): the last paragraph on the cover page concerning delivery of the Securities; the fourth paragraph of text under the caption “Underwriting” concerning the terms of the offering by the Underwriter consists Underwriter; and the first and second sentences of the information described as such in subsection (b) belowtenth paragraph of text and the third and fourth sentences under the ninth paragraph of text under the caption “Underwriting” concerning certain stabilizing transactions by the Underwriter.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of either the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), and each affiliate of the Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Act or other Federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any part of any Registration Statementamendment thereof, or in any Preliminary Prospectus, any the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse each Indemnified Party such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Indemnified Party them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use inclusion therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (bthe last sentence of Section 9(b) belowhereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, time or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or the omission or the alleged omission of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) from and against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) from and against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) from and against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use therein, it being understood and agreed that in the only such information furnished by Registration Statement (or any amendment thereto) or the Underwriter consists of the information described as such in subsection Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Written Testing-the-Waters Communication, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information, including roadshow materials, provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by BofA), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will Fund and the Advisers, jointly and severally, agree to indemnify and hold harmless the Underwriter, its partners, membersthe affiliates, directors, officers, employeesemployees and agents of the Underwriter, agents, affiliates and each personPerson, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained included in any part of any the Registration Statement, or in any Preliminary Rule 462(b) Registration Statement, each preliminary prospectus, the Time of Sale Prospectus, any Statutory ProspectusAdditional Written Offering Communication prepared by or on behalf of, used by, or referred to by the ProspectusFund, any “Rule 482 Statement, any road show” as defined in Rule 433(h) show or the Prospectus (or any amendment or supplement to any of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoforegoing), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will Offerors agree to jointly and severally indemnify and hold harmless (x) the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and (y) each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act (eacheach such person, an “Indemnified Party”)a "Control Person") and (z) the respective partners, directors, officers and employees of the Underwriter or any Control Person as follows: (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Statement (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading or arising out of any untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supple ment thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Offerors; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing for or defending against any loss, claim, damage, liability, action, litigation, litigation or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Offerors by the Underwriter expressly for use in the Registration Statement (or on behalf any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The foregoing indemnity with respect to any untrue statement or alleged untrue statement contained in or omission or alleged omission from a preliminary prospectus shall not inure to the benefit of the Underwriter through (or any person con trolling such Underwriter) from whom the Representative specifically for use thereinperson asserting any loss, it being understood and agreed that the only such information furnished by the Underwriter consists liability, claim, damage or expense purchases any of the information described Preferred Securities which are the subject thereof if the Company shall sustain the burden of proving that such person was not sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Preferred Securities to such person and the untrue statement contained in subsection or omission from such preliminary prospectus was corrected in the Prospectus (bor the Prospectus as amended or supplemented) belowand the Company has previously furnished copies thereof to the Underwriter.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the UnderwriterUnderwriter and each Selling Shareholder, their respective affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), selling agents and its partners, members, directors, and their respective officers, employees, agents, affiliates directors and employees and each person, if any, who controls the Underwriter or any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf Underwriter Information. Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of the Underwriter through or who controls the Representative specifically Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company has been advised that in the opinion of the Commission such provisions may contravene Federal public policy as expressed in the 1933 Act and may therefore be unenforceable. In the event that a claim for use therein, it being understood and agreed that indemnification under such agreement for any such liabilities (except insofar as such agreement provides for the only such information furnished payment by the Underwriter consists Company of expenses incurred or paid by a director, officer or controlling person in the information described successful defense of any action, suit or proceeding) is asserted by such a person, the Company will submit to a court of appropriate jurisdiction (unless in the opinion of counsel for the Company the matter has already been settled by controlling precedent) the question of whether or not indemnification by it for such liabilities is against public policy as expressed in the 1933 Act and therefore unenforceable, and the Company will be governed by the final adjudication of such in subsection (b) belowissue.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretotime, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (bSection 7(b) below.

Indemnification of Underwriter. The Company will shall indemnify and hold harmless the Underwriter, its partners, members, affiliates and each of its and their respective directors, officers, members, employees, agentsrepresentatives and agents and their respective affiliates, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”), ) against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any part Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of any the Rules and Regulations, the Registration Statement, the General Disclosure Package or the Prospectus, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto or document incorporated by reference therein, or arise out of or are based upon (B) the omission or alleged omission to state in any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the General Disclosure Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) any breach of the representations and will warranties of the Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, and shall reimburse each the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating investigating, or preparing to defend, or defending against against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in in, or omission or alleged omission from from, the Registration Statement or the Prospectus, or any of such documents amendment or supplement thereto, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and agreed that will be in addition to any liability, which the only such information furnished by the Company may otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter consists of the information described as such in subsection (b) belowIndemnified Party.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clauses (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 0000 Xxx) (“Affiliates”), members, directors, officers, employees, its selling agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act to the extent and in the manner set forth in clauses (each, an “Indemnified Party”i), (ii) and (iii) below as follows: (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430 Information, if applicable, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer-Represented Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Xxxxx Xxxxxxxx and reasonably satisfactory to the Company), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement in Section 6(a) shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersAffiliates, members, directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act against (each, an “Indemnified Party”), against i) any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, as incurred, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise extent arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including the Rule 430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf Underwriter Information. Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or who controls the Underwriter consists within the meaning of Section 15 of the information described as 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity agreement is subject to the undertaking of the Company in subsection (b) belowthe Registration Statement under Item 17 thereof.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersAffiliates, members, directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of Securities (the “Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Written Testing-the-Waters Communication, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Stockholder; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will Trust, the Administrator and the Investment Adviser, jointly and severally, agree to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Trust; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Trust, the Administrator or the Investment Adviser by the Underwriter expressly for use in the Registration Statement (or on behalf any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of the Underwriter through (or to the Representative specifically for use thereinbenefit of any person controlling such Underwriter) from whom the person asserting any such loss, it being understood liability, claim, damage and agreed that expense purchased the only AMPS which are the subject thereof if the Prospectus corrected any such information furnished by alleged untrue statement or omission and if such Prospectus was delivered to the Underwriter consists in a timely manner and if the Underwriter failed to send or give a copy of the information described as Prospectus to such in subsection (b) belowperson at or prior to the written confirmation of the sale of such AMPS to such person.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in Statement at any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will and the Selling Shareholder agree to indemnify and hold harmless the Underwriter, its partners, membersofficers, directors, officersemployees and affiliates (as such term is defined in Rule 501(b) under the Act (each, employees, agents, affiliates an “Affiliate”)) and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the Pricing Prospectus or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 10(c) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel chosen by BTG (together with local counsel in each jurisdiction)), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the Pricing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates, membersas such term is defined in Rule 501(b) under the Securities Act (each, directors, officers, employees, agents, affiliates an “Affiliate”) and each the person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430B Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, including the Term Sheet, or the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Credit Suisse), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, including the Term Sheet, or the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), it being understood understand and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. (1) The Company will and the Partnership, jointly and severally, agree to indemnify and hold harmless the Underwriter, its partnersaffiliates, membersas such term is defined in Rule 501(b) under the 1933 Act (each, directorsan “Affiliate”), officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Statement (or any Written Testing-the-Waters Communication amendment thereto), including the Rule 430B Information or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Underwriter consists of the information described as such in subsection Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in rule 501(b) under the Securities Act) (“Affiliates”), members, directors, officers, employees, its selling agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the extent and in the manner set forth in clauses (each, an “Indemnified Party”i), (ii) and (iii) below. (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), or in any Preliminary Prospectus, the Basic Prospectus, any Statutory Issuer-Represented Free Writing Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of General Disclosure Package or the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission from the Registration Statement (or any amendment thereto) of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or the omission or alleged omission from any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and will reimburse each Indemnified Party for all loss, liability, claim, damage and expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Underwriter), to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that any such settlement is effected with the written consent of the Company and the Selling Shareholders; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i), or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim, damagedamage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), or any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, further, that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the information contained in the third paragraph under the caption “Underwriting,” the information contained in the first and third paragraph under the caption “Underwriting – Price Stabilization and Short Positions,” the information contained in the first, third, and fourth sentences of text under the caption “Underwriting – Relationships” (the “Underwriter Information”). Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless the Underwriter, its Affiliates and selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against (A) any and all loss, liability, actionclaim, damage and expense whatsoever, as incurred, arising out of any Selling Shareholder Free Writing Prospectus of such Selling Shareholder (as a result of any untrue statement or alleged untrue statement of a material fact contained therein or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or otherwise); (B) any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever (whether or not based upon such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurredSelling Shareholder Free Writing Prospectus; provided, howeverthat (subject to Section 7(d) below) such settlement is effected with the written consent of such Selling Shareholder, and (C) any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commended or threatened, or any claim whatsoever based upon any such Selling Shareholder Free Writing Prospectus, to the extent that such expense is not paid under clause (A) or (B) above. Notwithstanding the Company will foregoing, the Selling Shareholders shall not be liable in any such case to the extent that any such loss, liability, claim, damage or liability expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from made in any of such documents Selling Shareholder Free Writing Prospectus in reliance upon and in conformity with written information furnished Underwriter Information, and the liability of each Selling Shareholder pursuant to this Section 7(a) shall not exceed the Company net proceeds received by or on behalf such Selling Shareholder from the sale of the Underwriter through Securities under this Agreement (net of underwriting discounts and commissions relating to such sale of Securities) as set forth in the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowGeneral Disclosure Package.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will Trust and Investment Adviser agree to indemnify and hold harmless the Underwritereach person who has been, its partnersis, membersor may hereafter be a director, directorsofficer, officersemployee, employees, agents, affiliates and each person, if any, who controls the shareholder or control person of Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified PartyUnderwriter Indemnitees”), ) against any loss, damage or expense (including the reasonable costs of investigating or defending any claim, action, suit or proceeding and all lossesany reasonable counsel fees) reasonably incurred by Underwriter Indemnitees in connection with any claim or in connection with any action, claims, damages suit or liabilities, joint or several, proceeding (“Claims”) to which such Indemnified Party any of them may become subjectbe a party, under the Act, the Exchange Act, other Federal which arises out of or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon upon: (a) the Underwriting acting under direction of the Trust; (b) the Underwriter or any subsidiary or affiliate of the Underwriter acting as a member of the National Securities Clearing Corporation (or any successor or other entity performing similar functions) (“NSCC”) and performing transaction on behalf of the Trust (including but not limited to payments made by Underwriter on behalf of the Trust or “as of” transactions authorized by the Trust); (c) the Underwriter or any subsidiary or affiliate of the Underwriter entering into selling agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking agreements or similar agreements (collectively, “Dealer Agreements”) with financial intermediaries on behalf of the Trust; (d) the Underwriter or any subsidiary or affiliate of the Underwriter acting as a member of FINRA and interacting with FINRA on behalf of the Trust; (e) any of the following: (i) any untrue statement statement, or alleged untrue statement statement, of any a material fact contained in any part of any Registration Statement, or in (ii) any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoomission, or arise out of or are based upon the omission or alleged omission of omission, to state a material fact required to be stated therein in any Registration Statement or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for or (iii) any legal untrue statement, or other expenses reasonably incurred alleged untrue statement, of a material fact in any Trust-related advertisement or sales literature, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, in either case notwithstanding the exercise of reasonable care in the preparation or review thereof by such Indemnified Party in connection with investigating the Underwriter; (f) the material breach by the Trust or defending against Investment Adviser of any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement provision of this provision with respect to any of the above as such expenses are incurredAgreement; provided, however, that the Company will Trust and Investment Adviser’s agreement to indemnify the Underwriter Indemnitees pursuant to this Paragraph 9 shall not be construed to cover any Claims (A) pursuant to subsection (e) above to the extent such untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust or Investment Adviser by the Underwriter for use in the Registration Statement or in corresponding statements made in the prospectus, advertisement or sales literature; (B) arising out of or based upon the willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of the Underwriter in the performance of Underwriter’s duties or from the reckless disregard by Underwriter of Underwriter’s obligations and duties under this Agreement, or (C) arising out of or based upon the Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder, for all of which exceptions Underwriter shall be liable to the Trust and Investment Adviser. In the event of a Claim for which the Underwriter Indemnitees may be entitled to indemnification hereunder, the Underwriter shall fully and promptly advise the Trust and Investment Adviser in any writing of all pertinent facts concerning such case Claim, but failure to do so in good faith shall not affect the Trust and Investment Adviser’s indemnification obligations under this Agreement except to the extent that the Trust and Investment Adviser are materially prejudiced thereby. The Trust and Investment Adviser will be entitled to assume the defense of any suit brought to enforce any such lossClaim if such defense shall be conducted by counsel of good standing chosen by the Trust and Investment Adviser and approved by the Underwriter, claim, damage or liability arises out of or which approval shall not be unreasonably withheld. In the event any such suit is not based upon solely on an untrue statement or alleged untrue statement statement, omission, or wrongful act on the Trust and Investment Adviser’s part, the Underwriter shall have the right to participate in or omission or alleged omission from the defense. In the event the Trust and Investment Adviser elect to assume the defense of any such suit and retain counsel of good standing so approved by the Underwriter, the Underwriter Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Trust and Investment Adviser do not elect to assume the defense of any such documents suit or in reliance upon case the Underwriter reasonably withholds approval of counsel chosen by the Trust and Investment Adviser, the Trust and Investment Adviser will reimburse the Underwriter Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 9. The Trust and Investment Adviser’s indemnification agreement contained in this Paragraph 9 shall remain operative and in conformity with written information furnished to the Company full force and effect regardless of any investigation made by or on behalf of the Underwriter through Indemnitees, and shall survive the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists delivery of the information described as such in subsection (b) belowany Shares.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the UnderwriterUnderwriters, its partnerstheir affiliates, membersas such term is defined in Rule 501(b) under the Securities Act (each, directors, officers, employees, agents, affiliates an “Affiliate”) and each the person, if any, who controls the each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430B Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, including the Term Sheet, or the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the any Underwriter through the Representative specifically Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, including the Term Sheet, or the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), it being understood understand and agreed that the only such information furnished by the any Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Base Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Stockholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter, reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, each of its partners, members, directors, directors and officers, employeesits affiliates (as such term is defined in Rule 50 1(b) under the 1933 Act (each, agentsan “Affiliate”)), affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of any or are based upon any on untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act to the extent and in the manner set forth in clauses (each, an “Indemnified Party”i), (ii) and (iii) below. In addition, each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or on behalf any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and, provided, further, that the Company will not be liable to the Underwriter with respect to any prospectus to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that the Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Securities to a person to whom the Underwriter failed to send or give, at or prior to the Closing Time, a copy of the Prospectus, as then amended or supplemented if: (i) the Company has previously furnished copies thereof (sufficiently in advance of the Closing Time to allow for distribution by the Closing Time) to the Underwriter and the loss, liability, claim, damage or expense of the Underwriter through resulted from an untrue statement or omission of a material fact contained in or omitted from the Representative specifically for use thereinpreliminary Prospectus which was corrected in the Prospectus as, it being understood if applicable, amended or supplemented prior to the Closing Time and agreed such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and (ii) such failure to give or send such Prospectus by the Closing Time to the party or parties asserting such loss, liability, claim, damage or expense would have constituted the sole defense to the claim asserted by such person; provided, further that the Selling Shareholders shall only be subject to such liability to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is based upon information furnished provided in writing by such Selling Shareholder or contained in a representation or warranty given by such Selling Shareholder in this Agreement or the Underwriter consists Power of Attorney; and provided, further, that the information described as liability under this subsection of each Selling Shareholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such in subsection (b) belowSelling Shareholder from the sale of Securities sold by such Selling Shareholder hereunder.

Indemnification of Underwriter. The Company will indemnify agrees to indemnify, defend and hold harmless the each Underwriter, its partnersaffiliates, members, directors, officers, directors and officers and employees, agents, affiliates and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which such Indemnified Party Underwriter or such person may become subject, under the Act, Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, other Federal or state statutory law or regulation or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, including the Prospectus, any “road show” as defined in Rule 433(h) information deemed to be a part of the Act or Registration Statement at the time of effectiveness and at any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretosubsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus), any Issuer Free Writing Prospectus or in any other materials used in connection with the offering of the Public Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) in whole or in part, any material breach in the representations and warranties of the Company contained herein, or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each Indemnified Party Underwriter for any legal or other expenses reasonably incurred by such Indemnified Party it in connection with evaluating, investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowUnderwriter’s Information.

Indemnification of Underwriter. The Company will Trust and Adviser agree to indemnify and hold harmless the Underwritereach person who has been, its partnersis, membersor may hereafter be a director, directorsofficer, officersemployee, employees, agents, affiliates and each person, if any, who controls the shareholder or control person of Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified PartyUnderwriter Indemnitees”), ) against any loss, damage or expense (including the reasonable costs of investigating or defending any claim, action, suit or proceeding and all lossesany reasonable counsel fees) reasonably incurred by Underwriter Indemnitees in connection with any claim or in connection with any action, claims, damages suit or liabilities, joint or several, proceeding (“Claims”) to which such Indemnified Party any of them may become subjectbe a party, under the Act, the Exchange Act, other Federal which arises out of or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon upon: (a) the Underwriter acting as distributor of the Trust and each Series; (b) the Underwriter or any subsidiary or affiliate of the Underwriter acting as a member of the National Securities Clearing Corporation (or any successor or other entity performing similar functions) (“NSCC”) on behalf of the Trust; (c) the Underwriter or any subsidiary or affiliate of the Underwriter entering into selling agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking agreements or similar agreements (collectively, “Dealer Agreements”) with financial intermediaries on behalf of the Trust; (d) any of the following: (i) any untrue statement statement, or alleged untrue statement statement, of any a material fact contained in any part of any Registration Statement, or in (ii) any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoomission, or arise out of or are based upon the omission or alleged omission of omission, to state a material fact required to be stated therein in any Registration Statement or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for or (iii) any legal untrue statement, or other expenses reasonably incurred alleged untrue statement, of a material fact in any Trust-related advertisement or sales literature, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, in either case notwithstanding the exercise of reasonable care in the preparation or review thereof by such Indemnified Party in connection with investigating or defending against the Underwriter; (e) the material breach by the Trust and/or Adviser of any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement provision of this provision with respect to any of the above as such expenses are incurredAgreement; provided, however, that the Company will Trust’s and/or Adviser’s agreement to indemnify the Underwriter Indemnitees pursuant to this Paragraph 9 shall not be construed to cover any Claims (A) pursuant to subsection (d) above to the extent such untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Underwriter for use in the Registration Statement or in corresponding statements made in the prospectus, advertisement or sales literature; (B) arising out of or based upon the willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Underwriter’s duties or from the reckless disregard by any of such persons of Underwriter’s obligations and duties under this Agreement, or (C) arising out of or based upon the Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder, for all of which exceptions Underwriter shall be liable to the Trust and/or Adviser. In the event of a Claim for which the Underwriter Indemnitees may be entitled to indemnification hereunder, the Underwriter shall fully and promptly advise, and in any event within ten (10) days of receipt of first legal process, the Trust and/or Adviser in writing of all pertinent facts concerning such case Claim, but failure to do so in good faith shall not affect the Trust’s and/or Adviser’s indemnification obligations under this Agreement except to the extent that the Trust and/or Adviser is materially prejudiced thereby. The Trust and/or Adviser will be entitled to assume the defense of any suit brought to enforce any such lossClaim if such defense shall be conducted by counsel of good standing chosen by the Trust and/or Adviser and approved by the Underwriter, claim, damage or liability arises out of or which approval shall not be unreasonably withheld. In the event any such suit is not based upon solely on an untrue statement or alleged untrue statement statement, omission, or wrongful act on the Trust’s and/or Adviser’s part, the Underwriter shall have the right to participate in or omission or alleged omission from the defense. In the event the Trust and/or Adviser elect to assume the defense of any such suit and retain counsel of good standing so approved by the Underwriter, the Underwriter Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Trust and/or Adviser do not elect to assume the defense of any such documents suit or in reliance upon case the Underwriter reasonably withholds approval of counsel chosen by the Trust and/or Adviser, the Trust and/or Adviser will reimburse the Underwriter Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 9. The Trust’s and/or Adviser’s indemnification agreement contained in this Paragraph 9 shall remain operative and in conformity with written information furnished to the Company full force and effect regardless of any investigation made by or on behalf of the Underwriter through Indemnitees, and shall survive the Representative specifically delivery of any Shares. Notwithstanding any other provision of this Agreement, Underwriter and Trust shall be entitled to receive and act upon advice of counsel (who may be counsel for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists or Trust or Adviser or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations or the information described as such in subsection (b) belowstandard of care herein.

Indemnification of Underwriter. The Company will and the Selling Shareholders, severally and not jointly, agree to indemnify and hold harmless the Underwriter, its partnersaffiliates, membersas such term is defined in Rule 501(b) under the 1933 Act (each, directorsan “Affiliate”), officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the only liability of any Selling Shareholder under this Section shall be limited to an amount not exceeding the proceeds received by such Selling Shareholder from the sale of Securities hereunder (after deducting the underwriting discount and expenses). Notwithstanding the foregoing, the liability of any Selling Shareholder under this Section shall be limited to information furnished in writing by such Selling Shareholder to the Company or the Underwriter consists of expressly for use in the information described as such in subsection (b) belowRegistration Statement or any preliminary prospectus or the Prospectus.

Indemnification of Underwriter. The Company will and each Operating Partnership, jointly and severally, agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates, membersas such term is defined in Rule 501(b) under the 1933 Act (each, directorsan “Affiliate”), officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), 1) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430B Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (3) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether 1) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(2) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Underwriter consists of the information described as such in subsection Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (bSection 8(b) belowhereof.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto) including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any “roadshow” (as defined in Rule 433 under the 0000 Xxx) or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in the Registration Statement, (or any amendment thereto), any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; or (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement, (or alleged omission from any of such documents amendment thereto) including any information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, person who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use therein, it being understood and agreed that in the only such information furnished by the Underwriter consists of the information described as such in subsection Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), ) whether threatened or commenced, commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will and the Operating Partnership jointly and severally agree to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, membersan “Affiliate”)), directors, officers, employees, selling agents, affiliates officers and directors and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) hereof) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will shall indemnify and hold harmless the Underwriter, its partners, members, affiliates and each of its and their respective directors, officers, members, employees, agentsrepresentatives and agents and their respective affiliates, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”), ) against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any part Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of any the Rules and Regulations, the Registration Statement, the General Disclosure Package or the Prospectus, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto or document incorporated by reference therein, or arise out of or are based upon (B) the omission or alleged omission to state in any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the General Disclosure Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) any breach of the representations and will warranties of the Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, and shall reimburse each the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating investigating, or preparing to defend, or defending against against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in in, or omission or alleged omission from from, the Registration Statement or the Prospectus, or any of such documents amendment or supplement thereto, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood which information the parties hereto agree is limited to the Underwriter's Information. This indemnity agreement is not exclusive and agreed that will be in addition to any liability, which the only such information furnished by the Company may otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter consists of the information described as such in subsection (b) belowIndemnified Party.

Indemnification of Underwriter. (1) The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates, membersas such term is defined in Rule 405 (each, directorsan “Affiliate”), officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as reasonably incurred (including the reasonable fees and disbursements of one counsel chosen by the Underwriter), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this Section 6(a)(1) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any preliminary prospectus, any Issuer Free Writing Prospectus, information deemed to be a part thereof pursuant to Rule 430B or the Prospectus (or any amendment or supplement thereto). (2) The Selling Shareholder agrees to indemnify and hold harmless the Underwriter, its Affiliates, its selling agents and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Selling Shareholder Information of such Selling Shareholder included in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B or the omission or alleged omission therefrom with respect to the Selling Shareholder Information of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred . The liability of the Selling Shareholder under this Section 6(a)(2) shall be limited to an amount equal to the total net proceeds received by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of Selling Shareholder under this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowAgreement.

Indemnification of Underwriter. The Each of the Company will and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates each Underwriter and each person, if any, who controls the each Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, and any director, officer, employee or affiliate thereof as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages claim, damage and expense whatsoever, as incurred, jointly or liabilitiesseverally, joint by any Underwriter or severalany such person, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter if it failed to deliver a Prospectus (as then amended or supplemented, provided by the Company to the Representative in accordance with Section 3(d)) to the person asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any part of any Registration Statementpreliminary prospectus, or in caused by any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured, as determined by a court of competent jurisdiction in a decision not subject to further appeal, in such Prospectus and will reimburse each Indemnified Party for such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person. (ii) against any legal and all loss, liability, claim, damage and expense whatsoever, as incurred, jointly or other expenses severally by any Underwriter or any such person, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred, jointly or severally by any Underwriter or any such person (including the fees and disbursements of counsel chosen by such Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the any Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any preliminary prospectus or the only such information furnished by the Underwriter consists of the information described as such in subsection Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, and its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, Prospectus or any “road show” as defined in Rule 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoCommunications, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, in light of the circumstances in which they were made, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of any such Statutory Prospectus, the Final Prospectus or any such Issuer Free Writing Prospectus, in the light of the circumstances in which such statements were made), and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (bc) below.

Indemnification of Underwriter. The Company will indemnify and hold harmless the UnderwriterUnderwriter from and against any loss, its partnersclaim, members, directors, officers, employees, agents, affiliates and each person, if any, who controls damage or liability (or any action in respect thereof) to which the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage or liabilities liability (or actions action in respect thereof) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, the Disclosure Package, the Registration Statement or Prospectus as amended or supplemented, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the 1933 Act Regulations or any “road show” (as defined in Rule 433(h433) of the Act not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”) or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission of to state in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, the Registration Statement or Prospectus as amended or supplemented, any Issuer Free Writing Prospectus, any such issuer information or any Non-Prospectus Road Show, a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party the Underwriter for any legal or other expenses as reasonably incurred by such Indemnified Party the Underwriter in connection with investigating investigating, preparing to defend or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with notwithstanding the enforcement of this provision with respect to any of the above as possibility that payments for such expenses are incurredmight later be held to be improper, in which case such payments will be promptly refunded; provided, however, that the Company will not be liable under this Section 7(a) in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement, it being understood and agreed that any Preliminary Prospectus, the only Prospectus, the Disclosure Package, the Registration Statement or Prospectus as amended or supplemented, any Issuer Free Writing Prospectus or any such issuer information furnished by the Underwriter consists of the (which information described as such is specified in subsection (b) belowSection 12 hereof).

Indemnification of Underwriter. The Company will and the Bank, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in rule 501(b) under the 0000 Xxx) (“Affiliates”), its and its Affiliates’ respective selling agents, partners, members, directors, officers, employees, agents, affiliates officers and employees and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer-Represented Free Writing Prospectus[, any Written Testing-the-Waters Communication] or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by or before any governmental agency or body, commenced or threatened, or any claim whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in based upon any such case untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished the Underwriter Information. Notwithstanding the foregoing, the indemnification provided in this Section 6 shall not apply to the Company Bank if a Governmental Entity having jurisdiction over the Bank by written communication addressed to the Bank or on behalf its board of directors, including in connection with any examination of the Underwriter through Bank, informs the Representative specifically for use thereinBank or its board of directors in writing that (A) such Governmental Entity has determined that such indemnification violates Sections 23A or 23B of the Federal Reserve Act, it being understood as amended, or (B) such indemnification would give rise to civil money penalties against the Bank or the members of its board of directors. The Company and agreed that the only such information furnished by Bank agree to notify the Underwriter consists promptly upon receipt of such written advisement or notice. The obligations of the information described Company and the Bank under this Section and Section 7 below shall be in addition to any liability which the Company or the Bank may otherwise have and shall extend, upon the same terms and conditions, to the Underwriter, its Affiliates, its and its Affiliates’ respective selling agents, partners, directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act; and the several obligations of the Underwriters under this Section and Section 7 below shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, with his or her consent, is named in the Registration Statement as such in subsection (b) belowabout to become a director of the Company), each officer of the Company who signs the Registration Statement and to each person, if any, who controls the Company or the Bank, as the case may be, within the meaning of the 1933 Act.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in Statement at any Preliminary Prospectustime, any Statutory Prospectus as of any time or the Final Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other documented expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates, membersas such term is defined in Rule 501(b) of the 1933 Act Regulations (each, directorsan “Affiliate”), officersits selling agents, employees, agentsofficers and directors, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430B Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”) or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clauses (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the any Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto); it being understood and agreed that the only such information furnished in writing by or on behalf of the Underwriter for inclusion in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto): the last paragraph on the cover page concerning delivery of the Securities; the fifth paragraph of text under the caption “Underwriting” concerning the terms of the offering by the Underwriter consists Underwriter; and the first and second sentences of the information described as such in subsection (b) belowtenth paragraph of text and the third and fourth sentences under the eleventh paragraph of text under the caption “Underwriting” concerning certain stabilizing transactions by the Underwriter.

Indemnification of Underwriter. (1) The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “"Indemnified Party”"), against any losses, claims, damages or liabilities to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and all will reimburse the Underwriter for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein therein. (2) The Selling Securityholders, severally and not jointly, will indemnify and hold harmless each Indemnified Party, against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, but only with reference to written information relating to the Selling Securityholders furnished to the Company by or on behalf of such Selling Securityholder, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company Selling Securityholders will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Underwriter, if any, specifically for use therein. The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Offered Securities sold by such Selling Stockholder under this Agreement. The Underwriter acknowledges that the information in the Statutory Prospectus and the Final Prospectus contained under the caption "Selling Stockholders," insofar as it relates to such Selling Stockholder and the beneficial ownership of such Selling Stockholder's shares, constitutes the only information furnished in writing by or on behalf of such Selling Stockholder for inclusion in the Underwriter through Registration Statement, any preliminary prospectus, the Representative specifically for use thereinStatutory Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such Final Prospectus, or in subsection (b) belowany amendment or supplement thereto.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Shareholder(s); (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by X.X. Xxxxxx Securities LLC), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates, membersas such term is defined in Rule 501(b) under the 1933 Act (each, directorsan “Affiliate”), officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, and any director, officer or employee thereof as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofA) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectuspreliminary prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of Registration Statement or the Act or any Written Testing-the-Waters Communication Prospectus (or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for (B) in any legal materials or other expenses reasonably incurred by such Indemnified Party information provided to investors by, or with the written approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any road show or defending against investor presentations made to investors by the Company (whether in person or electronically), or (C) arising out of any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (A) or (B) above (provided that the Company shall not be liable under this clause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct); (ii) against any and all loss, liability, actionclaim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (whether or not subject to Section 6(d) below) any such Indemnified Party settlement is a party theretoeffected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Lxxxxx Brothers), whether threatened reasonably incurred in investigating, preparing or commenceddefending against any litigation, and in connection with or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the enforcement of this provision with respect to extent that any of the above as such expenses are incurredexpense is not paid under (i) or (ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by the Underwriter through Lxxxxx Brothers expressly for use in the Registration Statement (or on behalf any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided further, that such indemnity with respect to the Prospectus shall not inure to the benefit of the Underwriter through (or any Affiliate of an Underwriter) from whom the Representative specifically for use thereinperson asserting any such loss, it being understood and agreed that liability, claim, damage or expense purchased the only Securities which are the subject thereof if: (A) such information furnished person did not receive a copy of the Prospectus (or the Prospectus as supplemented), excluding documents incorporated therein by reference, at or prior to the confirmation of the sale of the Securities to such person in any case where such delivery is required by the Underwriter consists 1933 Act; (B) the untrue statement or omission of a material fact contained in the Prospectus was corrected in the Prospectus as supplemented, unless the Company shall not have furnished such Prospectus, as corrected, at a reasonable time prior to such confirmation; and (C) the timely delivery of the information described as Prospectus to such in subsection (b) belowperson would have constituted a complete defense to the loss, liability, claim, damage or expense asserted by such person.

Indemnification of Underwriter. The Company will shall indemnify and hold harmless the Underwriter, its partners, members, affiliates and each of its and their respective directors, officers, members, employees, agentsrepresentatives and agents and their respective affiliates, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”), ) against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other Federal federal or state statutory law or regulation regulation, the common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Issuer Free Writing Prospectus, any “road showissuer information” as defined in filed or required to be filed pursuant to Rule 433(h433(d) of the Act Rules and Regulations, the Registration Statement, the General Disclosure Package or any Written Testing-the-Waters Communication the Prospectus, or in any amendment thereof or supplement theretothereto or document incorporated by reference therein, or arise out of or are based upon (B) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the General Disclosure Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) any breach of the representations and will warranties of the Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, and shall reimburse each the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating investigating, or preparing to defend, or defending against against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in in, or omission or alleged omission from from, the Registration Statement or the Prospectus, or any of such documents amendment or supplement thereto, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood which information the parties hereto agree is limited to the Underwriter’s Information (as defined in Section 16). This indemnity agreement is not exclusive and agreed that will be in addition to any liability, which the only such information furnished by the Company may otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter consists of the information described as such in subsection (b) belowIndemnified Party.

Indemnification of Underwriter. The Company will and the Operating Partnership each agree to indemnify and hold harmless the Underwriter, its partners, members, officers or directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or on behalf any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that the Company shall not be liable to the Underwriter under the indemnity agreement in this subsection (a) to the extent that any such loss, claim, damage or liability of the Underwriter through results from the Representative specifically for use therein, it being understood and agreed fact that the only Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such information furnished sale, a copy of the Prospectus or the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Underwriter consists 1933 Act and the untrue statement or omission of a material fact contained in the information described Prospectus, any such amendment or supplement thereto or any such other document was corrected in the Prospectus or the Prospectus as then amended or supplemented if the Company has furnished prior to such in subsection (b) belowconfirmation sufficient copies thereof to the Underwriter.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) of the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statements (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statements (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Seller and the Company will jointly and severally agree to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter Underwriter, as the case may be, within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of material fact contained in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by such Underwriter, unless such untrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter to the Seller or the Company expressly for use in the Registration Statement, the Prospectus, the Computational Materials, ABS Term Sheets or Collateral Term Sheets and the untrue statement or alleged untrue statement did not derive from an inaccuracy in the Seller-Provided Information used in the preparation of such Computational Materials, ABS Term Sheets or Collateral Term Sheets; (iii) against any legal and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Seller and the Company; and (iv) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether or not such Indemnified Party is a party theretoi), whether threatened (ii) or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(iii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Seller or the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of or the information described as such Bond Insurer expressly for use in subsection the Registration Statement (b) belowor any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Underwriter. The Company will hereby agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the Securities Act), membersits selling agents, directors, officers, employees, agents, affiliates officers and employees and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against: (each, an “Indemnified Party”), against i) any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which such Indemnified Party that Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement, or in (A) any Preliminary Prospectus, any Statutory Prospectusthe Registration Statement, the ProspectusProspectus or in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by the Underwriter, (D) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any “road show” (as defined in Rule 433(h433 under the Securities Act) of the Act or not constituting an Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto(“Marketing Materials”), or arise out of (E) any Blue Sky application or are other document prepared or executed by the Company (or based upon any written information furnished by the Company for use therein) specifically for the purpose of qualifying any or all of the Securities under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (ii) the omission or alleged omission of a to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse the Underwriter and each Indemnified Party such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Party that Underwriter, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; (ii) any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Pricing Disclosure Package or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any amendment or supplement thereto, any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus, any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel (in addition to one local counsel) chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Pricing Disclosure Package or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any amendment or supplement thereto, any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus, any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement in or omission or alleged omission from made in any of Preliminary Prospectus, the Registration Statement, the Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or in any such documents amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application, in reliance upon and in conformity with written information concerning the Underwriter furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use inclusion therein, it being understood and agreed that the only such which information furnished by the Underwriter consists solely of the information described as such specified in subsection (b) belowSection 8(e). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Underwriter or to any affiliate, director, officer, employee or controlling person of that Underwriter.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel (other expenses than local counsel) chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the UnderwriterUnderwriter and its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, its partnersan “Affiliate”)), members, directors, officers, employees, agents, affiliates directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act (each, an “Indemnified Party”), from and against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense (to the extent documented and reasonably incurred) whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will shall reimburse each Indemnified Party any such person promptly upon demand for any legal fees or other expenses reasonably incurred by such Indemnified Party person in connection with investigating investigating, or preparing to defend, or defending against against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, liability, claim, damagedamage and expense, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, howeverthat this indemnity obligation shall not apply to any loss, that the Company will not be liable in any such case to the extent that any such lossliability, claim, damage or liability arises expense to the extent arising out of or is based upon an on any untrue statement or omission or alleged untrue statement or omission of a material fact made in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in the General Disclosure Package or omission the Prospectus (or alleged omission from any of such documents amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will Trust and Investment Adviser agree to indemnify and hold harmless the Underwritereach person who has been, its partnersis, membersor may hereafter be a director, directorsofficer, officersemployee, employees, agents, affiliates and each person, if any, who controls the shareholder or control person of Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified PartyUnderwriter Indemnitees”), ) against any loss, damage or expense (including the reasonable costs of investigating or defending any claim, action, suit or proceeding and all lossesany reasonable counsel fees) reasonably incurred by Underwriter Indemnitees in connection with any claim or in connection with any action, claims, damages suit or liabilities, joint or several, proceeding (“Claims”) to which such Indemnified Party any of them may become subjectbe a party, under the Act, the Exchange Act, other Federal which arises out of or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon upon: (a) the Underwriter acting as distributor of the Trust and each Series; (b) the Underwriter or any subsidiary or affiliate of the Underwriter acting as a member of the National Securities Clearing Corporation (or any successor or other entity performing similar functions) (“NSCC”) and performing transaction on behalf of the Trust (including but not limited to payments made by Underwriter on behalf of the Trust or “as of” transactions authorized by the Trust); (c) the Underwriter or any subsidiary or affiliate of the Underwriter entering into selling agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking agreements or similar agreements (collectively, “Dealer Agreements”) with financial intermediaries on behalf of the Trust; (d) any of the following: (i) any untrue statement statement, or alleged untrue statement statement, of any a material fact contained in any part of any Registration Statement, or in (ii) any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoomission, or arise out of or are based upon the omission or alleged omission of omission, to state a material fact required to be stated therein in any Registration Statement or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for or (iii) any legal untrue statement, or other expenses reasonably incurred alleged untrue statement, of a material fact in any Trust-related advertisement or sales literature, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, in either case notwithstanding the exercise of reasonable care in the preparation or review thereof by such Indemnified Party in connection with investigating the Underwriter; (e) the material breach by the Trust or defending against Investment Adviser of any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement provision of this provision with respect to any of the above as such expenses are incurredAgreement; provided, however, that the Company will Trust and Investment Adviser’s agreement to indemnify the Underwriter Indemnitees pursuant to this Paragraph 9 shall not be construed to cover any Claims (A) pursuant to subsection (d) above to the extent such untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust or Investment Adviser by the Underwriter for use in the Registration Statement or in corresponding statements made in the prospectus, advertisement or sales literature; (B) arising out of or based upon the willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Underwriter’s duties or from the reckless disregard by any of such persons of Underwriter’s obligations and duties under this Agreement, or (C) arising out of or based upon the Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder, for all of which exceptions Underwriter shall be liable to the Trust and Investment Adviser. In the event of a Claim for which the Underwriter Indemnitees may be entitled to indemnification hereunder, the Underwriter shall fully and promptly advise the Trust and Investment Adviser in any writing of all pertinent facts concerning such case Claim, but failure to do so in good faith shall not affect the Trust and Investment Adviser’s indemnification obligations under this Agreement except to the extent that the Trust and Investment Adviser are materially prejudiced thereby. The Trust and Investment Adviser will be entitled to assume the defense of any suit brought to enforce any such lossClaim if such defense shall be conducted by counsel of good standing chosen by the Trust and Investment Adviser and approved by the Underwriter, claim, damage or liability arises out of or which approval shall not be unreasonably withheld. In the event any such suit is not based upon solely on an untrue statement or alleged untrue statement statement, omission, or wrongful act on the Trust and Investment Adviser’s part, the Underwriter shall have the right to participate in or omission or alleged omission from the defense. In the event the Trust and Investment Adviser elect to assume the defense of any such suit and retain counsel of good standing so approved by the Underwriter, the Underwriter Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Trust and Investment Adviser do not elect to assume the defense of any such documents suit or in reliance upon case the Underwriter reasonably withholds approval of counsel chosen by the Trust and Investment Adviser, the Trust and Investment Adviser will reimburse the Underwriter Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 9. The Trust and Investment Adviser’s indemnification agreement contained in this Paragraph 9 shall remain operative and in conformity with written information furnished to the Company full force and effect regardless of any investigation made by or on behalf of the Underwriter through Indemnitees, and shall survive the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists delivery of the information described as such in subsection (b) belowany Shares.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in rule 501(b) under the Securities Act) (“Affiliates”), members, directors, officers, employees, its selling agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the extent and in the manner set forth in clauses (each, an “Indemnified Party”i), (ii) and (iii) below. (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of Registration Statement (or any Registration Statementamendment thereto), or in any Preliminary Prospectus, any Statutory Basic Prospectus, any Issuer-Represented Free Writing Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of General Disclosure Package or the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission from any Registration Statement (or any amendment thereto) of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or the omission or alleged omission from any Preliminary Prospectus, any Basic Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and will reimburse each Indemnified Party for all loss, liability, claim, damage and expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Underwriter), to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that any such settlement is effected with the written consent of the Company and the Selling Shareholders; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i), or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim, damagedamage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in any Registration Statement (or any amendment thereto), or any Preliminary Prospectus, any Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, further, that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion in any Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the information contained in the third paragraph under the caption “Underwriting,” the information contained in the first and third paragraph under the caption “Underwriting – Price Stabilization and Short Positions,” the information contained in the first, third, and fourth sentences of text under the caption “Underwriting – Relationships” (the “Underwriter Information”). Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless the Underwriter, its Affiliates and selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against (A) any and all loss, liability, actionclaim, damage and expense whatsoever, as incurred, arising out of any Selling Shareholder Free Writing Prospectus of such Selling Shareholder (as a result of any untrue statement or alleged untrue statement of a material fact contained therein or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or otherwise); (B) any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever (whether or not based upon such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurredSelling Shareholder Free Writing Prospectus; provided, howeverthat (subject to Section 7(d) below) such settlement is effected with the written consent of such Selling Shareholder, and (C) any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commended or threatened, or any claim whatsoever based upon any such Selling Shareholder Free Writing Prospectus, to the extent that such expense is not paid under clause (A) or (B) above. Notwithstanding the Company will foregoing, the Selling Shareholders shall not be liable in any such case to the extent that any such loss, liability, claim, damage or liability expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from made in any of such documents Selling Shareholder Free Writing Prospectus in reliance upon and in conformity with written information furnished Underwriter Information, and the liability of each Selling Shareholder pursuant to this Section 7(a) shall not exceed the Company net proceeds received by or on behalf such Selling Shareholder from the sale of the Underwriter through Securities under this Agreement (net of underwriting discounts and commissions relating to such sale of Securities) as set forth in the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowGeneral Disclosure Package.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, membersofficers, directors, officersemployees and affiliates (as such term is defined in Rule 501(b) under the Act (each, employees, agents, affiliates an “Affiliate”)) and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the Pricing Prospectus or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Notes (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(c) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel chosen by the Underwriters (together with local counsel in each jurisdiction)), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the Pricing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in rule 501(b) under the Securities Act) (“Affiliates”), members, directors, officers, employees, its selling agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the extent and in the manner set forth in clauses (each, an “Indemnified Party”i), (ii) and (iii) below. (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), or in any Preliminary Prospectus, the Basic Prospectus, any Statutory Issuer-Represented Free Writing Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of General Disclosure Package or the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission from the Registration Statement (or any amendment thereto) of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or the omission or alleged omission from any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and will reimburse each Indemnified Party for all loss, liability, claim, damage and expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Underwriter), to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that any such settlement is effected with the written consent of the Company and the Selling Shareholders; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i), or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim, damagedamage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), or any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, further, that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, the Basic Prospectus, any Issuer-Represented Free Writing Prospectus, any road show, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information contained under the captions “Underwriting – Price Stabilization and Short Positions” (the “Underwriter Information”). Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless the Underwriter, its Affiliates and selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against (A) any and all loss, liability, actionclaim, damage and expense whatsoever, as incurred, arising out of any Selling Shareholder Free Writing Prospectus of such Selling Shareholder (as a result of any untrue statement or alleged untrue statement of a material fact contained therein or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or otherwise); (B) any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever (whether or not based upon such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurredSelling Shareholder Free Writing Prospectus; provided, howeverthat (subject to Section 7(d) below) such settlement is effected with the written consent of such Selling Shareholder, and (C) any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commended or threatened, or any claim whatsoever based upon any such Selling Shareholder Free Writing Prospectus, to the extent that such expense is not paid under clause (A) or (B) above. Notwithstanding the Company will foregoing, the Selling Shareholders shall not be liable in any such case to the extent that any such loss, liability, claim, damage or liability expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from made in any of such documents Selling Shareholder Free Writing Prospectus in reliance upon and in conformity with written information furnished Underwriter Information, and the liability of each Selling Shareholder pursuant to this Section 7(a) shall not exceed the Company net proceeds received by or on behalf such Selling Shareholder from the sale of the Underwriter through Securities under this Agreement (net of underwriting discounts and commissions relating to such sale of Securities) as set forth in the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowGeneral Disclosure Package.

Indemnification of Underwriter. The Company will Each of --------------- the Offerors agrees, jointly and severally, to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Statement pursuant to Rule 433(h430A(b) of the 1933 Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoRegulations (the "Rule 430A Information"), if applicable, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Trust, the Company or the Guarantor; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, -------- ------- liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Offerors by the Underwriter expressly for use in the Registration Statement (or on behalf any amendment thereto), including the Rule 430A Information, if applicable, or any preliminary prospectus, preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto), and provided further, that the foregoing -------- ------- indemnity with respect to any untrue statement or omission or alleged untrue statement contained in or omission from any preliminary prospectus or preliminary prospectus supplement, shall not inure to the benefit of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by (or any person controlling the Underwriter consists within the meaning of Section 15 of the information described 0000 Xxx) from whom the person asserting any such loss, liability, claim, damage or expense purchased any of the Securities which are the subject thereof if the Trust, the Company or the Guarantor, as applicable, shall sustain the burden of proving that such person was not sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented), at or prior to the written confirmation of the sale of such Securities to such person, and the untrue statement contained in subsection or omission from such preliminary prospectus or preliminary prospectus supplement was corrected in the Prospectus (b) belowor the Prospectus as amended or supplemented).

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, affiliates and each of its and their respective directors, officers, members, employees, agentsrepresentatives and agents and their respective affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act (each, an “Indemnified Party”), ) as follows: (i) against any and all lossesdirect loss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all direct loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses reasonably any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable, documented out-of-pocket expenses, as incurred (including the reasonable fees and disbursements of counsel chosen by such Indemnified Party the Underwriter), incurred in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto) including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any “roadshow” (as defined in Rule 433 under the 1000 Xxx) or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in the Registration Statement, (or any amendment thereto), any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; or (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement, (or alleged omission from any of such documents amendment thereto) including any information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, and any director, officer, employee or affiliate thereof, as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including, without limitation, the reasonable fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any preliminary prospectus or the only such information furnished by the Underwriter consists of the information described as such in subsection Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriter. The Company will indemnify agrees to indemnify, defend and hold harmless the Underwriter, its partners, members, directors, directors and officers, employees, agents, affiliates and each person, if any, any person who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, and the successors and assigns of all of the foregoing persons, from and against: (each, an “Indemnified Party”), against i) any and all lossesloss, claimsdamage, damages expense, liability or liabilitiesclaim whatsoever (including the reasonable cost of any investigation incurred in connection therewith) which, joint the Underwriter or several, to which any such Indemnified Party person may become subject, incur under the 1933 Act, the Exchange 1934 Act, other Federal or state statutory the common law or regulation or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(e) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any losslitigation (including the fees and disbursements of counsel chosen by the Underwriter), claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in based upon any such case untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. Provided, however, that the indemnity agreement set forth in this Section 7(a) shall not apply to any loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by the Underwriter or on behalf its counsel expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the Disclosure Package or the Prospectus (or any amendment or supplement thereto); and provided further that the Company will not be liable to the Underwriter with respect to the Prospectus and the Disclosure Package to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that the Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Shares to a person to whom the Underwriter failed to send or give, at or prior to the Closing Time, a copy of the final Prospectus, as then amended or supplemented if: (i) the Company has previously furnished copies thereof (sufficiently in advance of the Closing Time to allow for distribution by the Closing Time) to the Underwriter and the loss, liability, claim, damage or expense of the Underwriter through resulted from an untrue statement or omission of a material fact contained in or omitted from the Representative specifically for use thereinProspectus which was corrected in the Prospectus Supplement as, it being understood if applicable, amended or supplemented prior to the Closing Time and agreed that such final Prospectus was required by law to be delivered at or prior to the only written confirmation of sale to such information furnished person and (ii) such failure to give or send such final Prospectus by the Underwriter consists of Closing Time to the information described as party or parties asserting such in subsection (b) belowloss, liability, claim, damage or expense would have constituted a defense to the claim asserted by such person.

Indemnification of Underwriter. The Each of the Company will and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, and any director, officer, employee or affiliate thereof as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, and will reimburse each Indemnified Party for HOWEVER, that neither the Company nor the Operating Partnership shall be required under this subsection (a)(i) to indemnify the Underwriter with respect to any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against preliminary prospectus to the extent that any loss, claim, damagedamage or expense of the Underwriter results solely from an untrue statement of a material fact contained in, or the omission of a material fact from, such preliminary prospectus which untrue statement or omission was corrected in the Prospectus and which corrected Prospectus was furnished by the Company to the Underwriter pursuant to Section 3(d) hereof but was not sent or given by the Underwriter to the purchaser of the Securities at or prior to the written confirmation of such sale. (ii) against any and all loss, liability, actionclaim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided any such settlement is effected with the written consent of the Company; and (whether or not such Indemnified Party is a party theretoiii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), whether threatened reasonably incurred in investigating, preparing or commenceddefending against any litigation, and in connection with the enforcement of this provision with respect to or any of the above as such expenses are incurred; providedinvestigation or proceeding by any governmental agency or body, howevercommenced or threatened, that the Company will not be liable in or any claim whatsoever based upon any such case untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood including the Rule 430A Information and agreed that the only such information furnished by Rule 434 Information, if applicable, or any preliminary prospectus or the Underwriter consists of the information described as such in subsection Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriter. The Company will indemnify agrees to indemnify, defend and hold harmless the each Underwriter, its partnersaffiliates, members, directors, officers, directors and officers and employees, agents, affiliates and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which such Indemnified Party Underwriter or such person may become subject, under the Act, Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, other Federal or state statutory law or regulation or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, including the Prospectus, any “road show” as defined in Rule 433(h) information deemed to be a part of the Act or Registration Statement at the time of effectiveness and at any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretosubsequent time pursuant to Rule 430B of the Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus), any Issuer Free Writing Prospectus or in any other materials used in connection with the offering of the Public Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) in whole or in part, any material breach in the representations and warranties of the Company contained herein, or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each Indemnified Party Underwriter for any legal or other expenses reasonably incurred by such Indemnified Party it in connection with evaluating, investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowUnderwriter’s Information.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersAffiliates, members, directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430B Information, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Registration Statement, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement, it being understood and agreed that the only such information furnished by General Disclosure Package or the Underwriter consists Prospectus (except as set forth in the final sentence of the information described as such in subsection (bSection 6(c) belowhereof).

Indemnification of Underwriter. (i) The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party the Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any preliminary prospectus, the Registration Statement, Statement or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse each Indemnified Party the Underwriter for any legal or other expenses reasonably incurred by such Indemnified Party Underwriter in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation such action or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above claim as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from made in the Registration Statement or the Prospectus or any of such documents amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriter through for use therein. (ii) Each Selling Shareholder will, severally and not jointly, indemnify and hold harmless the Underwriter against any losses, claims, damages or liabilities, joint or several, to which the Underwriter may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Underwriter for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred, but only with reference to information relating to such Selling Shareholder furnished in writing by or on behalf of the Underwriter through the Representative specifically such Selling Shareholder expressly for use thereinin the any preliminary prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto (it being understood and agreed that the only such information furnished by the Underwriter any such Selling Shareholder consists of the information described as about such Selling Shareholder under the caption "Selling Shareholders" in subsection the Prospectus (bbut not the percentage set forth therein)); provided, however, that with respect to its indemnification obligations hereunder no such Selling Shareholder shall be required to pay an amount in excess of the net proceeds (before deducting expenses) belowreceived by such Selling Shareholder from the Securities sold by it hereunder.

Indemnification of Underwriter. (i) The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party the Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, Statement or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse each Indemnified Party the Underwriter for any legal or other expenses reasonably incurred by such Indemnified Party Underwriter in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation such action or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above claim as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from made in the Registration Statement or the Prospectus or any of such documents amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriter through for use therein. (ii) Each Selling Shareholder will, severally and not jointly, indemnify and hold harmless the Underwriter against any losses, claims, damages or liabilities, joint or several, to which the Underwriter may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse the Underwriter for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred, but only with reference to information relating to such Selling Shareholder furnished in writing by or on behalf of the Underwriter through the Representative specifically such Selling Shareholder expressly for use thereinin the Registration Statement, or the Prospectus, or any amendment or supplement thereto (it being understood and agreed that the only such information furnished by the Underwriter any such Selling Shareholder consists of the information described as about such Selling Shareholder under the caption "Selling Shareholders" in subsection the Prospectus (bbut not the percentage set forth therein)); provided, however, that with respect to its indemnification obligations hereunder no such Selling Shareholder shall be required to pay an amount in excess of the net proceeds (before deducting expenses) belowreceived by such Selling Shareholder from the Securities sold by it hereunder.

Indemnification of Underwriter. The Company will Trust and Investment Adviser agree to indemnify and hold harmless the Underwritereach person who has been, its partnersis, membersor may hereafter be a director, directorsofficer, officersemployee, employees, agents, affiliates and each person, if any, who controls the shareholder or control person of Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified PartyUnderwriter Indemnitees”), ) against any loss, damage or expense (including the reasonable costs of investigating or defending any claim, action, suit or proceeding and all lossesany reasonable counsel fees) reasonably incurred by Underwriter Indemnitees in connection with any claim or in connection with any action, claims, damages suit or liabilities, joint or several, proceeding (“Claims”) to which such Indemnified Party any of them may become subjectbe a party, under the Act, the Exchange Act, other Federal which arises out of or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon upon: (a) the Underwriter acting as distributor of the Trust and each Series; (b) the Underwriter or any subsidiary or affiliate of the Underwriter acting as a member of the National Securities Clearing Corporation (or any successor or other entity performing similar functions) (“NSCC”) and performing transaction on behalf of the Trust (including but not limited to payments made by Underwriter on behalf of the Trust or “as of” transactions authorized by the Trust); (c) the Underwriter or any subsidiary or affiliate of the Underwriter entering into selling agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking agreements or similar agreements (collectively, “Dealer Agreements”) with financial intermediaries on behalf of the Trust; (d) any of the following: (i) any untrue statement statement, or alleged untrue statement statement, of any a material fact contained in any part of any Registration Statement, or in (ii) any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoomission, or arise out of or are based upon the omission or alleged omission of omission, to state a material fact required to be stated therein in any Registration Statement or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for or (iii) any legal untrue statement, or other expenses reasonably incurred alleged untrue statement, of a material fact in any Trust-related advertisement or sales literature, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, in either case notwithstanding the exercise of reasonable care in the preparation or review thereof by such Indemnified Party in connection with investigating the Underwriter; (e) the material breach by the Trust or defending against Investment Adviser of any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement provision of this provision with respect to any of the above as such expenses are incurredAgreement; provided, however, that the Company will Trust and Investment Adviser’s agreement to indemnify the Underwriter Indemnitees pursuant to this Section 9 shall not be construed to cover any Claims (A) pursuant to subsection (d) above to the extent such untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust or Investment Adviser by the Underwriter for use in the Registration Statement or in corresponding statements made in the prospectus, advertisement or sales literature; (B) arising out of or based upon the willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Underwriter’s duties or from the reckless disregard by any of such persons of Underwriter’s obligations and duties under this Agreement, or (C) arising out of or based upon the Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder, for all of which exceptions Underwriter shall be liable to the Trust and Investment Adviser. In the event of a Claim for which the Underwriter Indemnitees may be entitled to indemnification hereunder, the Underwriter shall fully and promptly advise the Trust and Investment Adviser in any writing of all pertinent facts concerning such case Claim, but failure to do so in good faith shall not affect the Trust and Investment Adviser’s indemnification obligations under this Agreement except to the extent that the Trust and Investment Adviser are materially prejudiced thereby. The Trust and Investment Adviser will be entitled to assume the defense of any suit brought to enforce any such lossClaim if such defense shall be conducted by counsel of good standing chosen by the Trust and Investment Adviser and approved by the Underwriter, claim, damage or liability arises out of or which approval shall not be unreasonably withheld. In the event any such suit is not based upon solely on an untrue statement or alleged untrue statement statement, omission, or wrongful act on the Trust and Investment Adviser’s part, the Underwriter shall have the right to participate in or omission or alleged omission from the defense. In the event the Trust and Investment Adviser elect to assume the defense of any such suit and retain counsel of good standing so approved by the Underwriter, the Underwriter Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Trust and Investment Adviser do not elect to assume the defense of any such documents suit or in reliance upon case the Underwriter reasonably withholds approval of counsel chosen by the Trust and Investment Adviser, the Trust and Investment Adviser will reimburse the Underwriter Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Section 9. The Trust and Investment Adviser’s indemnification agreement contained in this Section 9 shall remain operative and in conformity with written information furnished to the Company full force and effect regardless of any investigation made by or on behalf of the Underwriter through Indemnitees, and shall survive the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists delivery of the information described as such in subsection (b) belowany Shares.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (bSection 7(b) below.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates officers and employees and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages claim, damage, expense or liabilitiesliability, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions any action in respect thereof) arise thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), as incurred, arising out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained (x) in any part of any the Registration Statement, Prospectus Supplement or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise out (y) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of or are based upon the offering of the Securities ("Marketing Materials"), (B) the omission or alleged omission in the Registration Statement, Prospectus Supplement or the Prospectus (or any amendment or supplement thereto), or in any Marketing Materials of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for in the light of the circumstances under which they were made, not misleading, or (C) any legal act or other expenses reasonably incurred failure to act or any alleged act or failure to act by such Indemnified Party the Underwriter in connection with investigating with, or defending against relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (A) or (B) above (provided that the Company shall not be liable under this clause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct); (ii) against any and all loss, liability, actionclaim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (whether or not subject to Section 6(d) below) any such Indemnified Party settlement is a party theretoeffected with the written consent of the Company and the Selling Stockholder; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Underwriter), whether threatened reasonably incurred in investigating, preparing or commenceddefending against any litigation, and in connection with or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the enforcement of this provision with respect to extent that any of the above as such expenses are incurredexpense is not paid under (i) or (ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any Prospectus Supplement or the only such Prospectus (or any amendment or supplement thereto), which information furnished by the Underwriter consists solely of the information described as such specified in subsection (bSection 6(e) belowhereof. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Underwriter or any officer, employee or controlling person of the Underwriter.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses as reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in rule 501(b) under the 1000 Xxx) (“Affiliates”), membersits selling agents, directors, officers, employees, agents, affiliates officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act to the extent and in the manner set forth in clauses (each, an “Indemnified Party”i), (ii) and (iii) below: (i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any part of any Registration Statementamendment thereto), including the Rule 430 Information, if applicable, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in based upon any such case untrue statement or omission, or any such alleged untrue statement or omission to the extent that any such expense is not paid under (i) or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including the Rule 430 Information, if applicable, or in any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, agents and its affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will and the Bank, jointly and severally, agree to indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and reasonable and documented expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statementthereof pursuant to Rule 430B, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and will reimburse each Indemnified Party for any legal Issuer Free Writing Prospectus, the General Disclosure Package or other expenses reasonably incurred by such Indemnified Party the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all reasonable and documented out-of-pocket expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

Indemnification of Underwriter. The Company will indemnify agrees to indemnify, defend and hold harmless the each Underwriter, its partnersaffiliates, members, directors, officers, directors and officers and employees, agents, affiliates and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which such Indemnified Party Underwriter or such person may become subject, under the Act, Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, other Federal or state statutory law or regulation or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, including the Prospectus, any “road show” as defined in Rule 433(h) information deemed to be a part of the Act or Registration Statement at the time of effectiveness and at any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretosubsequent time pursuant to Rules 430A and 430B of the Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus), any Issuer Free Writing Prospectus or in any other materials used in connection with the offering of the Public Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) in whole or in part, any material breach in the representations and warranties of the Company contained herein, or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each Indemnified Party Underwriter for any legal or other expenses reasonably incurred by such Indemnified Party it in connection with evaluating, investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowUnderwriter’s Information.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will Company, the Trust and the Bank jointly and severally agree to indemnify and hold harmless (x) the Underwriter, its (y) each of the Under- writer's directors, partners, members, directors, officers, employees, agents, affiliates officers and agents and (z) each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act 1933 Act, as follows: (each, an “Indemnified Party”), i) against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses (including reasonable costs of investigation and reasonable attorney fees and expenses), joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact made by the Company or the Trust contained in the Registration Statement, any part Preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto; (ii) against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable attorney fees and expenses), joint or several, arising out of or based upon any blue sky application or other document executed by the Company or the Trust specifically for that purpose or based upon written information furnished by the Company or the Trust filed in any state or other jurisdiction in order to qualify any of the Trust Preferred Securities under the securities laws thereof (any such application, document or information being hereinafter referred to as a "Blue Sky Application"); (iii) against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable attorney fees and expenses), joint or several, arising out of or based upon any omission or alleged omission to state a material fact in the registration statement as originally filed or the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise in any Blue Sky Application required to be stated therein or necessary to make the statements therein not misleading; (iv) against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable attorney fees and expenses), joint or several, arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and (v) against any and all losses, claims, damages, liabilities and will expenses (including reasonable costs of investigation and reasonable attorney fees and expenses), joint or several, arising out of or based upon the enforcement of this indemnification provision or the contribution provisions of Section 7(d); and shall reimburse each Indemnified Party such indemnified party for any reasonable legal or other expenses reasonably as incurred, but in no event less frequently than 30 days after each invoice is submitted, incurred by such Indemnified Party them in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with notwithstanding the enforcement of this provision with respect to any of the above as possibility that payments for such expenses are incurredmight later be held to be improper, in which case such payments shall be promptly refunded; provided, however, that the Company will Offerors shall not be liable in any such case to the extent extent, but only to the extent, that any such losslosses, claimclaims, damage or liability arises damages, liabilities and expenses arise out of or is are based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents allegation thereof that has been made or omitted in reliance upon and in conformity with written information furnished the Underwriter's Information; provided, that the indemnification contained in this paragraph with respect to any Preliminary Prospectus shall not inure to the Company by or on behalf benefit of the Underwriter through (or of its directors, partners, officers, and agents or of any person controlling the Representative specifically for use thereinUnderwriter) to the extent any such losses, it being understood and agreed claims, damages, liabilities or expenses directly results from the fact that the only Underwriter sold Trust Preferred Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such information furnished by the Underwriter consists sale, a copy of the information described Prospectus (as amended or supplemented if any amendments or supplements thereto shall have been furnished to you in sufficient time to distribute same with or prior to the written confirmation of the sale involved), if required by law, and if such loss, claim, damage, liability or expense would not have arisen but for the failure to give or send such person such document. The foregoing indemnity agreement is in subsection (b) belowaddition to any liability the Company or the Trust may otherwise have to any such indemnified party.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”"INDEMNIFIED PARTY"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statements at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectuses or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act as follows: (each, an “Indemnified Party”), 1) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part of any Registration Statementthereof, if applicable, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (3) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or on behalf any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The foregoing indemnity with respect to any untrue statement contained in or omission from a preliminary prospectus shall not inure to the benefit of the Underwriter through (or any person controlling the Representative specifically for use thereinUnderwriter) from whom the person asserting any such loss, it being understood and agreed that the only such information furnished by the Underwriter consists liability, claim, damage or expense purchased any of the information described as Securities which are the subject thereof, if the Company shall sustain the burden of proving that such person was not sent or given a copy of the Prospectus at or prior to the written confirmation of the sale of such Securities to such person and the untrue statement contained in subsection (b) belowor omission from such preliminary prospectus was corrected in the Prospectus.

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), partners, members, directors, officers, employees, selling agents, affiliates officers and directors and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (each, an “Indemnified Party”), i) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B of any Registration Statementthe Securities Act (“Rule 430B”), or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse each Indemnified Party for expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(d) hereof) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred by such Indemnified Party in investigating, preparing or defending against, or appearing as a witness or providing information or documents in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in based upon any such case untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission made in the Registration Statement (or alleged omission from any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.