Common use of Indemnity and Contribution Clause in Contracts

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsaffiliates, directors and officers and members, agents and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPrepricing Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Prospectus or Permitted Free Writing Prospectus or the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, Prospectus or Permitted Free Writing Prospectus or the Disclosure Package, the Prospectus (Package or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, Prospectus or Permitted Free Writing Prospectus or the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Package in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Crestwood Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its the partners, directors, officers officers, employees and membersagents of any Underwriter, affiliates of any Underwriter who have participated in the distribution of the Units as underwriters, and any person who controls any Underwriter or any such affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in in, or any omission or alleged omission to state a material fact required to be stated in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 11 hereof furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byIssuer Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Securities Act) of the Act Partnership or in any Prospectus together with any combination of one or more of the Issuer Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showIssuer Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 11 hereof furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Issuer Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Issuer Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Holdings agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including the Rule 430A Information, thereof by Holdings) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment theretoas defined below) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such informationUnderwriter Information, which material fact was not contained in such information Underwriter Information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any Covered Free Writing Prospectus, in any Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of Holdings or in any Prospectus together with any combination of one or more of the Act Covered Free Writing Prospectuses, if any, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such Prospectus or any such Written Permitted Free Writing Prospectus, or any Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showCommunication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the such Underwriter Information, which material fact was not contained in the such Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning that sells Shares on behalf of Rule 405 under the Act) of any Underwritersuch Underwriters, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byCovered Free Writing Prospectus, or with in any “issuer information” (as defined in Rule 433 under the approval of, Act) of the Company, including, without limitation, any investor presentationswhich “issuer information” is required to be, or is, filed with the Commission, or in any “road show” as defined in Section 433(h) Prospectus together with any combination of one or more of the Act Covered Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) of the Act), directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 8 being deemed to include any Base Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange 1934 Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any Underwriter the Underwriters or any such person may incur under the Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information concerning the Underwriters furnished in writing by or on behalf of the Representatives Underwriters to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byIssuer Free Writing Prospectus, or with in any “issuer information” (as defined in Rule 433 under the approval of, Act) of the Company, including, without limitation, any investor presentationswhich “issuer information” is required to be, or is, filed with the Commission, or in any “road show” as defined in Section 433(h) Prospectus together with any combination of the Act one or more Issuer Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showIssuer Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Issuer Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Issuer Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Fund and the Investment Manager, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 10 being deemed to include any Preliminary Prospectus, the sales materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives or on behalf of any Underwriter to the Company Fund, the Investment Manager or the Portfolio Manager expressly for use in, the with reference to any Underwriter in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, with respect to the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, exceptprovided, however, that the indemnity agreement contained in this subsection (a) with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the Disclosure Package, the Prospectus benefit of any Underwriter (or to the benefit of any amendment or supplement theretoperson controlling such Underwriter) or any road show, insofar as from whom the person asserting any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or purchased the Shares which is based on the subject thereof if the Prospectus corrected any such alleged untrue statement or alleged untrue statement omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a material fact contained in"Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in conformity with writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter Information furnished or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to Fund or the Company expressly for use inInvestment Manager, such Written Testing-the-Waters Communicationas the case may be, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Fund or the Investment Manager shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case the Fund, the Investment Manager shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees Transaction Entities, jointly and severally, agree to indemnify, defend and hold harmless each the Underwriter, its partners, directors, officers selling agents and membersofficers, and any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any the Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and the Pricing Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter to the Company expressly for use in, such Written Testing-the-Waters CommunicationProspectus, preliminary prospectus, the Disclosure Package, the Permitted Free Writing Prospectus (or any amendment Pricing Information or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters CommunicationProspectus, preliminary prospectus, the Disclosure Package, the Permitted Free Writing Prospectus (or any amendment or supplement thereto) or any road show Pricing Information in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. If any action, suit or proceeding (each, a “Proceeding”) is brought against the Underwriter or any such person in respect of which indemnity may be sought against the Transaction Entities pursuant to the foregoing paragraph, the Underwriter or such person shall promptly notify the Transaction Entities in writing of the institution of such Proceeding and the Transaction Entities shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Transaction Entities shall not relieve the Transaction Entities from any liability which the Transaction Entities may have to the Underwriter or any such person or otherwise, except to the extent the Transaction Entities’ legal defenses have been substantially and materially prejudiced by such omission. The Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Transaction Entities in connection with the defense of such Proceeding or the Transaction Entities shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Transaction Entities (in which case the Transaction Entities shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Transaction Entities and paid as incurred (it being understood, however, that the Transaction Entities shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Transaction Entities shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Transaction Entities, the Transaction Entities agree to indemnify and hold harmless the Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company Each of the Fund and the Investment Manager, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the sales materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives or on behalf of any Underwriter to the Company Fund, the Investment Manager or the Portfolio Manager expressly for use in, the with reference to any Underwriter in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, with respect to the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, exceptprovided, however, that the indemnity agreement contained in this subsection (a) with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the Disclosure Package, the Prospectus benefit of any Underwriter (or to the benefit of any amendment or supplement theretoperson controlling such Underwriter) or any road show, insofar as from whom the person asserting any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or purchased the Shares which is based on the subject thereof if the Prospectus corrected any such alleged untrue statement or alleged untrue statement omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a material fact contained in"Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in conformity with writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter Information furnished or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to Fund or the Company expressly for use inInvestment Manager, such Written Testing-the-Waters Communicationas the case may be, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Fund or the Investment Manager shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case the Fund, the Investment Manager shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company Partnership agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, selling agents, and any affiliates of such Underwriter who have, or who are alleged to have, participated in the distribution of the Units as underwriters (such affiliates being referred to herein as “affiliate” (within the meaning of Rule 405 under the Act) of any UnderwriterParticipating Affiliates”), and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representatives to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Basic Prospectus, the Disclosure Package or Preliminary Prospectus, the Prospectus (Supplement, the Prospectus and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Partnership or in the Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representatives to the Company Partnership expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend indemnify and hold harmless each Underwriterthe Investor, its partnersofficers, directors, officers employees, partners, legal counsel and membersaccountants, any and each person who controls any Underwriter controlling such Investor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and each person who controls any “affiliate” (underwriter within the meaning of Rule 405 under Section 15 of the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all losslosses, damageclaims, expensedamages, liability expenses or claim liabilities (or actions or proceedings in respect thereof) to which such Investor or such other indemnified person may become subject (including the reasonable and documented cost in settlement of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided howeverlitigation, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)whether commenced or threatened) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such losslosses, damageclaims, expensedamages, liability expenses or claim arises liabilities (or actions or proceedings in respect thereof) arise out of, relates to or is are based on (i) upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (Statement, including all documents filed as a part thereof and information deemed to be a part thereof, on the effective date thereof, or any amendment or supplements thereto) in connection with such information, which material fact was not contained in such information and which material fact was required or arise out of any failure by the Company to be stated fulfill any undertaking or covenant included in the Registration Statement or was necessary to make perform its obligations hereunder or under applicable law and the Company will, as incurred, reimburse such information Investor, each of its respective officers, directors, employees, partners, legal counsel and accountants, and each person controlling such Investor, and each person who controls any such underwriter, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend, settling, compromising or paying such action, proceeding or claim; provided, however, that the Company shall not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included be liable in any Written Testing-the-Waters Communicationsuch case to the extent that such loss, any preliminary prospectusclaim, the Disclosure Package damage, expense or the Prospectus liability (or any amendment action or supplement thereto), proceeding in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(hrespect thereof) of the Act or arises out of, relates to or is based upon, (i) the failure of any Investor, or any of their agents, affiliates or persons acting on any omission or alleged omission their behalf, to state a material fact necessary comply with the covenants and agreements contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, this Agreement with respect to any such Written Testing-the-Waters Communicationsthe sale of Registrable Securities, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement theretoii) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any an untrue statement or alleged untrue statement of a material fact contained in, omission in such Registration Statement in reliance upon and in conformity with the Underwriter Information written information furnished in writing by the Representatives to the Company expressly by an instrument duly executed by or on behalf of the Investor, or any of its agents, affiliates or persons acting on its behalf, and stated to be specifically for use in, such Written Testing-the-Waters Communication, preliminary in preparation of the Registration Statement and not corrected in a timely manner by the Investor in writing or (iii) an untrue statement or omission in any prospectus that is corrected in any subsequent prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement or amendment thereto, that was delivered to the Investor prior to the pertinent sale or sales by such Investor and not delivered by the Investor to the individual or entity to which it made such sale(s) or any road show or primarily and directly arises out of, relates prior to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingsale(s).

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 10 being deemed to include any Basic Prospectus, any preliminary prospectusPrepricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers directors and membersofficers, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives Underwriters to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusBasic Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives Underwriters to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees and the Selling Shareholders jointly and severally agree to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 11 being deemed to include any Preliminary Prospectus, the Final Prospectus and the Final Prospectus as amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with information concerning such Underwriter contained in the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or (ii) misleading; provided, however, that, with respect to any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a of material fact necessary made in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectusPreliminary Prospectus, the Disclosure Package, indemnity contained in this Section 11 shall not inure to the Prospectus (or benefit of any amendment or supplement thereto) or any road show, insofar as Underwriter from whom the person asserting any such loss, damage, expense, liability or claim primarily and directly arises out ofpurchased the securities concerned to the extent that any such loss, relates damage, expense, liability or claim of such Underwriter occurs in circumstances where (x) the Company had previously furnished copies of the Final Prospectus to or is based on any the Underwriters; (y) the untrue statement or alleged untrue statement omission of a material fact contained inin any Preliminary Prospectus was corrected in the Final Prospectus; and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of the Final Prospectus, as required by applicable law, rule or regulation. Each of the Underwriters, severally and in conformity not jointly, agrees with the Company and each of the Selling Shareholders to use its commercially reasonable best efforts to deliver a copy of the Final Prospectus to each purchaser of Offered Shares from it, in situations where an untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Final Prospectus. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter Information furnished or any such person in respect of which indemnity may be sought against the Company or any Selling Shareholder pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company and the Selling Shareholders in writing of the institution of such Proceeding and the Company or such Selling Shareholder, as the case may be, shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company or the Selling Shareholders shall not relieve the Company or such Selling Shareholder from any liability which the Company or such Selling Shareholder may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to the Company expressly for use in, or such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Selling Shareholder in connection with the Underwriter Informationdefense of such Proceeding or the Company or such Selling Shareholder shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Company or such Selling Shareholder (in which case the Company or such Selling Shareholder shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company or such Selling Shareholder and paid as incurred (it being understood, however, that the Company or such Selling Shareholder shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company or such Selling Shareholder shall not be liable for any settlement of any Proceeding effected without its written consent but if a Proceeding is settled with the written consent of the Company or such Selling Shareholder, the Company or such Selling Shareholder agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives or on behalf of any Underwriter to the Company expressly for use in, the with reference to such Underwriter in such Registration Statement or such Prospectus or (or any amendment theretoii) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained written information specified in such information and which material fact was clause (i) of this paragraph required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading misleading. If any action, suit or proceeding (iitogether, a “Proceeding”) is brought against an Underwriter or any untrue statement such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or alleged untrue statement such person shall promptly notify the indemnifying party in writing of a material fact included the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the indemnifying party shall not relieve the indemnifying party from any liability which the indemnifying party may have to any Underwriter or any such person or otherwise except to the extent the indemnifying party was materially prejudiced by such omission. Such Underwriter or such person shall have the right to employ its or their own counsel in any Written Testing-the-Waters Communicationsuch case, any preliminary prospectus, but the Disclosure Package reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding or the Prospectus indemnifying party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or any amendment or supplement theretoparties), in any information provided of which events such fees and expenses shall be borne by the indemnifying party, and paid as incurred (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to investors by, any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The indemnifying party shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the approval ofwritten consent of the indemnifying party, the Companyindemnifying party agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, includingif at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) the prior written consent of the Act indemnified party, effect any settlement of any pending or arises out ofthreatened Proceeding in respect of which any indemnified party is a party and indemnity could have been sought hereunder by such indemnified party, relates unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or is based on any omission or alleged omission to state a material fact necessary behalf of such indemnified party. The indemnity agreement set forth in order to make the statements therein, this Section 9(a) shall be in the light of the circumstances under which they were made, not misleading, except, with respect addition to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to liabilities that the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingmay otherwise have.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), or in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showProspectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partnersaffiliates, directorsits directors and officers, officers and members, any person who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, and any an “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing personsUnderwriter Indemnified Party”), from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any which such Underwriter or any such person Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)the Prospectus, including as amended or supplemented, if applicable, or the Rule 430A InformationPreliminary Prospectus, or arises out of, relates to of or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, in or omitted from and in conformity with the Underwriter Information information furnished in writing by or on behalf of the Representatives Underwriters to the Company expressly for use intherein, provided, that with respect to any such Written Testing-the-Waters Communication, preliminary prospectusuntrue statement in or omission from the Preliminary Prospectus, the Disclosure Packageindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter to the extent that the sale to the person asserting any such loss, damage, expense, liability or claim was an initial resale by such Underwriter and any such loss, damage, expense, liability or claim of or with respect to such Underwriter results from the fact that both (i) a copy of the Prospectus (excluding any documents incorporated by reference therein) was not sent or any amendment given to such person at or supplement theretoprior to the written confirmation of the sale of such Securities to such person, if required by applicable law, and (ii) the untrue statement in or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact from such Preliminary Prospectus was corrected in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show unless, in connection either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light provisions of the circumstances under which they were made, not misleadingSection 4(b) hereof.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading; provided, however, that with respect to any untrue statement or omission of material fact made in any Preliminary Prospectus, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, damage, expense, liability or claim purchased the Shares concerned, to the extent that any such loss, damage, expense, liability or claim of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction that (w) the Company had previously furnished sufficient copies of the Prospectus to such Underwriter, (x) delivery of the Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such Shares to such person, a copy of the Prospectus. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable and documented fees and disbursements expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise, except to the extent the Company shall not have otherwise learned of counsel chosen such Proceeding and such omission results in the forfeiture by the Representatives Company of substantial rights and defenses. Such Underwriter or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (provided in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding)) whatsoever. The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, as incurred, which, jointly or severally, the Company agrees to indemnify and hold harmless any Underwriter or and any such person may incur insofar from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as such losscontemplated by the second sentence of this paragraph, damage, expense, liability or claim arises out of, relates to or is based on then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) any untrue statement or alleged untrue statement such settlement is entered into more than 60 business days after receipt by such indemnifying party of a material fact contained in the Registration Statement (or any amendment thereto)aforesaid request, including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, such settlement and (iii) such indemnified party shall have given the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided indemnifying party at least 30 days prior notice of its intention to investors by, or with the approval of, the Company, includingsettle. No indemnifying party shall, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) the prior written consent of the Act indemnified party, effect any settlement of any pending or arises out ofthreatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, relates unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light behalf of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingindemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and investigation) which the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter through you to the Company expressly for use in, in the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusProspectus (the term Prospectus for the purpose of this Section 12 being deemed to include the Basic Prospectus, the Disclosure Package or Pre-Pricing Prospectus, the Prospectus (Supplement, the Prospectus and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showProspectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, whichthat, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives or on behalf of any Underwriter through you to the Company expressly for use in, the with reference to such Underwriter in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement made by the Company in Section 3 of a this Agreement or the failure by the Company to perform when and as required any agreement or covenant contained herein, (iii) any untrue statement or alleged untrue statement of any material fact included contained in any Written Testing-the-Waters Communicationaudio or visual materials provided by the Company or based upon written information furnished by or on behalf of the Company including slides, any preliminary prospectusvideos, films or tape recordings used in connection with the Disclosure Package or marketing of the Prospectus (or any amendment or supplement thereto), in any information provided to investors byShares, or with (iv) the approval ofDirected Share Program, provided that the CompanyCompany shall not be responsible under this clause (iv) for any loss, includingdamage, without limitationexpense, any investor presentations, liability or any “road show” as defined in Section 433(h) claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Act or arises out ofUnderwriters in conducting the Directed Share Program, relates to or is based on any omission or alleged omission to state a material fact necessary provided, however, that the indemnity agreement contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, this subsection (a) with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the Disclosure Package, the Prospectus benefit of any Underwriter (or to the benefit of any amendment or supplement theretoperson controlling such Underwriter) or any road show, insofar as from whom the person asserting any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or purchased the Shares that is based on the subject thereof if the Prospectus corrected any such alleged untrue statement or alleged untrue statement omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Shares to such person, unless the failure is the result of noncompliance by the Company with Section 4(g) hereof. If any action, suit or proceeding (each a material fact contained in"Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability that the Company may have to any Underwriter or any such person or otherwise, except to the extent the Company shall not have otherwise learned of such Proceeding and such omission results in conformity with the forfeiture by the Company of substantial rights and defenses. Such Underwriter Information furnished or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Company shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them that are different from, additional to or in conflict with those available to the Company (in which they were madecase the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not misleadingbe liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, agents, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byCovered Free Writing Prospectus, or with in any “issuer information” (as defined in Rule 433 under the approval of, Act) of the Company, including, without limitation, any investor presentationswhich “issuer information” is required to be, or is, filed with the Commission, or in any “road show” as defined in Section 433(h) Prospectus together with any combination of one or more of the Act Covered Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter “indemnified party” (defined below) for any legal or other fees or expenses actually and reasonably incurred by such indemnified party in connection with investigating or defending against any loss, damage, expense, liability, claim, 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 the above as such fees and expenses are incurred.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and membersany person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in either such Registration Statement or such Prospectus or necessary to make such information not misleading. Insofar as any loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in a Preliminary Prospectus or necessary to make the statements made therein not misleading, the indemnity in this Section 10(a) shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, damage, expense, liability or claim purchased Shares, or any person controlling such Underwriter, to the extent that any such loss, damage, expense, liability or claim occurs under the circumstances where it shall have been finally determined by a court of competent jurisdiction that (w) sufficient copies of the Prospectus (as then amended or supplemented) were timely furnished by the Company to such Underwriter pursuant to Section 5 hereof, (x) a copy of the Prospectus (as so amended or supplemented) was not sent or given by or on behalf of such Underwriter, at or prior to the written confirmation of the sale of such Shares to such person, (y) delivery of the Prospectus was required by the Act to be made to such person and (z) the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, damage, expense liability or claim. Each Selling Stockholder, severally and not jointly, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A InformationCompany) or in a Prospectus, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, in each case with reference only to such Selling Stockholder’s Selling Stockholder Information; provided, that no Selling Stockholder shall be responsible, either pursuant to Sections 10(a) or (c) or as a result of any breach of this Agreement, for losses, expenses, liability or claims for an amount in excess of the proceeds (net of underwriting discounts and commissions but before deducting expenses) received by such Selling Stockholder from the sale of Shares hereunder. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company or any Selling Stockholder pursuant to the foregoing paragraphs, such Underwriter or such person shall promptly notify the Company and the Attorneys-in-Fact of the Selling Stockholders in writing of the institution of such Proceeding and the Company or such Selling Stockholder, as the case may be, shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company or the Representative of the Selling Stockholders shall not relieve the Company or such Selling Stockholder from any liability which the Company or such Selling Stockholder may have to any Underwriter or any such person or otherwise except to the extent the Company or such Selling Stockholder shall not have otherwise learned of such Proceeding and such omission results in material prejudice to the Company or such Selling Stockholder, as the case may be. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Company or such Selling Stockholder in connection with the defense of such Proceeding or the Company or such Selling Stockholder shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company or such Selling Stockholder (in which case the Company or such Selling Stockholder shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Company or such Selling Stockholder may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Company or the Selling Stockholder), in any of which events such fees and expenses shall be borne by the Company or such Selling Stockholder and paid as incurred (it being understood, however, that the Company or such Selling Stockholder shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company or such Selling Stockholder shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company or such Selling Stockholder, the Company or such Selling Stockholder agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party. The Company agrees to indemnify, defend and hold harmless UBS-FinSvc and its partners, directors and officers, and any person who controls UBS-FinSvc within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, UBS-FinSvc or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of or is based upon (a) any of the matters referred to in the first paragraph of this Section 10(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the express consent of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) is caused by the failure of any Directed Share Participant to pay for and accept delivery of Reserved Shares that the Directed Share Participant has agreed to purchase; or (iii) otherwise arises out of or is based upon the Directed Share Program, except insofar as provided that the Company shall not be responsible under this clause (iii) for any such loss, damage, expense, liability or claim primarily that is finally judicially determined to have resulted from the gross negligence or willful misconduct of UBS-FinSvc in conducting the Directed Share Program. The third paragraph of this Section 10(a) shall apply equally to any Proceeding brought against UBS-FinSvc or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing sentence; except that the Company shall be liable for the expenses of one separate counsel (in addition to any local counsel) for UBS-FinSvc and directly arises out ofany such person, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, separate and in conformity with Underwriter Information furnished in writing by addition to counsel for the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Underwriters, in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingProceeding.

Indemnity and Contribution. (a) The the Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost costs of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any Preliminary Final Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives or on behalf of any Underwriter through you to the Company expressly for use in, with reference to such Underwriter in the Registration Statement (Final Prospectus or any amendment thereto) or primarily and directly that arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement Final Prospectus or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, exceptprovided, however, that the indemnity agreement contained in this subsection (a) with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Preliminary Final Prospectus shall not inure to the Disclosure Package, the Prospectus benefit of any Underwriter (or to the benefit of any amendment or supplement theretoperson controlling such Underwriter) or any road show, insofar as from whom the person asserting any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or purchased the Securities which is based on the subject thereof if the Final Prospectus corrected any such alleged untrue statement or alleged untrue statement omission and if such Underwriter failed to send or give a copy of the Final Prospectus to such person at or prior to the written confirmation of the sale of such Securities to such person, unless the failure is the result of non-compliance by the Company with paragraphs (b) and (h) of Section 4 of this Agreement. If any action, suit or proceeding (together, a material fact contained in"Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in conformity with any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter Information furnished or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Company shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Company (in which case the Company shall not misleading.have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any such Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party;

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 12 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byPermitted Free Writing Prospectus, or with in any “issuer information” (as defined in Rule 433 under the approval of, Act) of the Company, including, without limitation, any investor presentationswhich “issuer information” is required to be, or is, filed with the Commission, or in any “road show” as defined in Section 433(h) Prospectus together with any combination of one or more of the Act Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost costs of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any Preliminary Final Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives or on behalf of any Underwriter through you to the Company expressly for use in, with reference to such Underwriter in the Registration Statement (Final Prospectus or any amendment thereto) or primarily and directly that arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement Final Prospectus or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, exceptprovided, however, that the indemnity agreement contained in this subsection (a) with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Preliminary Final Prospectus shall not inure to the Disclosure Package, the Prospectus benefit of any Underwriter (or to the benefit of any amendment or supplement theretoperson controlling such Underwriter) or any road show, insofar as from whom the person asserting any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or purchased the Securities which is based on the subject thereof if the Final Prospectus corrected any such alleged untrue statement or alleged untrue statement omission and if such Underwriter failed to send or give a copy of the Final Prospectus to such person at or prior to the written confirmation of the sale of such Securities to such person, unless the failure is the result of non-compliance by the Company with paragraphs (b) and (h) of Section 4 of this Agreement. If any action, suit or proceeding (together, a material fact contained in“Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in conformity with any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter Information furnished or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Company shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Company (in which case the Company shall not misleading.have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any such Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party;

Indemnity and Contribution. (a) The Subject to the provisions of subsection (c) below, the Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any the Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in such Registration Statement or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter through you to the Company expressly for use in, the such Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included contained in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Written Testing-the-Waters Communication, any preliminary prospectusPreliminary Prospectus, the Disclosure Package or Prospectus and the Prospectus (as amended or any amendment or supplement theretosupplemented by the Company), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated in such Prospectus or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained such information required to be stated in the Underwriter Information and which material fact was such Prospectus or necessary in order to make the statements in such information, in the light of the circumstances under which they were madeit was presented, not misleading, (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein, or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Company or based upon written information furnished by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of the Shares. If any action, suit or proceeding (each, a "Proceeding") is brought against the Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to the Underwriter or any such person or otherwise, except to the extent that the Company has been materially prejudiced (through the forfeiture of substantive rights or defenses or otherwise) by such omission. The Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel reasonably satisfactory to such indemnified party to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Company may, without limiting the generality of the foregoing, employ counsel and participate in the defense thereof, provided the fees and expenses of such counsel shall be at the expense of the Company), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but, if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this subsection, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Basic Prospectus, any Pre-Pricing Prospectus, any Prospectus Supplement any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus, as any of the foregoing may be amended or supplemented by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in, such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement, such Prospectus, such Issuer Free Writing Prospectus or such Time of Sale Information or necessary to make such information not misleading. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the reasonable Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and documented payment of all fees and disbursements expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise, unless the Company was unaware of the Proceeding to which such notice would relate and the Company was materially prejudiced by such omission. Such Underwriter or such person shall have the right to employ its or their own counsel chosen in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have been advised by counsel that representation of such indemnified party or parties and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (provided whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding)) whatsoever. The Company shall not be liable for any settlement of any Proceeding effected without its written consent but, as incurredif settled with the written consent of the Company, which, jointly or severally, the Company agrees to indemnify and hold harmless any Underwriter or and any such person may incur insofar from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as such losscontemplated by the second sentence of this paragraph, damage, expense, liability or claim arises out of, relates to or is based on then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) any untrue statement or alleged untrue statement such settlement is entered into more than 90 business days after receipt by such indemnifying party of a material fact contained in the Registration Statement (or any amendment thereto)aforesaid request, including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, such settlement and (iii) such indemnified party shall have given the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided indemnifying party at least 30 days’ prior notice of its intention to investors by, or with the approval of, the Company, includingsettle. No indemnifying party shall, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) the prior written consent of the Act indemnified party, effect any settlement of any pending or arises out ofthreatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, relates unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light behalf of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingindemnified party.

Indemnity and Contribution. (a) The Company agrees Marathon Parties, severally and jointly, agree to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers officers, employees, agents and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwritersuch Underwriter that has, or is alleged to have, participated in the distribution of the Units, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byCovered Free Writing Prospectus, or with the approval ofin any Covered Exempt Written Communications, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Partnership or in any Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, and one or more Covered Exempt Written Communications, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) Permitted Free Writing Prospectus or any road showPermitted Exempt Written Communications, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such Prospectus or Permitted Free Writing Prospectus or Permitted Exempt Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (Communication or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus or Permitted Exempt Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading or (iii) the Directed Unit Program, except, with respect to this clause (iii), insofar as such loss, damage, expense, liability or claim is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Unit Program, and will reimburse each “indemnified party” (defined below) for any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending against any loss, damage, expense, liability, claim, 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 the above as such fees and expenses are incurred. Without limitation of and in addition to its obligations under the other paragraphs of this Section 9, the Marathon Parties, severally and jointly, agree to indemnify, defend and hold harmless UBS-FinSvc and its partners, directors, officers and members, and any person who controls UBS-FinSvc within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, UBS-FinSvc or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (1) arises out of or is based upon (a) any of the matters referred to in clauses (i) through (iii) of the first paragraph of this Section 9(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or on behalf or with the consent of the Partnership for distribution to Directed Unit Participants in connection with the Directed Unit Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) is or was caused by the failure of any Directed Unit Participant to pay for and accept delivery of Reserved Units that the Directed Unit Participant has agreed to purchase; or (3) otherwise arises out of or is based upon the Directed Unit Program, provided, however, that the Partnership shall not be responsible under this clause (3) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of UBS-FinSvc in conducting the Directed Unit Program. Section 9(c) shall apply equally to any Proceeding (as defined below) brought against UBS-FinSvc or any such person in respect of which indemnity may be sought against the Partnership pursuant to the immediately preceding sentence, except that the Partnership shall be liable for the expenses of one separate counsel (in addition to any local counsel) for UBS-FinSvc and any such person, separate and in addition to counsel for the persons who may seek indemnification pursuant to the first paragraph of this Section 9(a), in any such Proceeding.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriterthe Agent, its partners, directors, directors and officers and members, any person who controls any Underwriter the Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange 1934 Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any Underwriter the Agent or any such person may incur under the Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term "Prospectus" for the purpose of this Section 11 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as it may be amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives Agent to the Company expressly for use in, with reference to the Agent in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in by the Registration Statement (or any amendment thereto) Agent in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading misleading. If any action, suit or proceeding (iitogether, a "Proceeding") is brought against the Agent or any untrue statement such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Agent or alleged untrue statement such person shall promptly notify the Company in writing of a material fact included the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to the Agent or any such person or otherwise. The Agent or such person shall have the right to employ its or their own counsel in any Written Testing-the-Waters Communicationsuch case, any preliminary prospectus, but the Disclosure Package fees and expenses of such counsel shall be at the expense of such Agent or of such person unless the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) employment of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished counsel shall have been authorized in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Company shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded based on advice of counsel that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Company, in which case the Company shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, in any of which events such reasonable fees and expenses shall be borne by the Company and paid as incurred, it being understood, however, that the Company shall not be liable for the reasonable expenses of more than one separate counsel, in addition to any local counsel, in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding. The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Agent and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Exchange Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request before the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with in any “issuer information” (as defined in Rule 433 under the approval of, Act) of the Company, including, without limitation, any investor presentationswhich “issuer information” is required to be, or is, filed with the Commission, or in any “road show” as defined in Section 433(h) Prospectus together with any combination of one or more of the Act Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or the Prospectus, as any of the foregoing may be amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein, or (iii) any untrue statement or alleged untrue statement of a any material fact included contained in any Written Testing-the-Waters Communication, any preliminary prospectus, audio or visual materials provided by the Disclosure Package Company or utilizing specific written information furnished by or on behalf of the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, Company including, without limitation, any investor presentationsslides, videos, films or any “road show” as defined tape recordings used in Section 433(h) connection with the marketing of the Act or arises out ofShares; provided, relates to or is based on any omission or alleged omission to state a material fact necessary however, that the indemnity agreement contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect this subsection (a) as it may relate to any such Written Testing-the-Waters Communications, preliminary prospectus, untrue statement in or omission from a Prepricing Prospectus shall not inure to the Disclosure Package, the Prospectus benefit of any Underwriter (or to the benefit of any amendment partner, director or supplement theretoofficer of any Underwriter or person controlling such) or any road show, insofar as from whom the person asserting any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or purchased the Shares which is based on any the subject thereof if the Prospectus corrected such alleged untrue statement or alleged untrue statement omission and if such Underwriter failed to send or give a copy of a material fact contained inthe Prospectus to such person at or prior to the written confirmation of the sale of such Shares to such person, and in conformity with unless the Underwriter Information furnished in writing failure is the result of noncompliance by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement theretowith Section 4(i)(b) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadinghereof.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 13 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or misleading; provided, however, that the indemnity agreement contained in this subsection (iia) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the Disclosure Package, the Prospectus benefit of any Underwriter (or to the benefit of any amendment or supplement theretoperson controlling such Underwriter) or any road show, insofar as from whom the person asserting any such loss, damage, expense, liability or claim primarily purchased the Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and directly arises out ofif such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Shares to such person, relates unless the failure is the result of noncompliance by the Company with paragraph (b) of Section 5 hereof, (ii) any statement made by an officer, director, employee or representative of the Company, including without limitation such statements quoted in the U.S. or foreign news media (whether in a printed or electronic newspaper, on television, radio, website or by other means which made such statements available to the public) between September 22, 2004 and the date which is 25 days after the date of the final Prospectus, (iii) any untrue statement or is based on alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein, (iv) any untrue statement or alleged untrue statement of a any material fact contained in, and in conformity with the Underwriter Information furnished in writing any audio or visual materials provided by the Representatives to Company or based upon written information furnished by or on behalf of the Company expressly for use inincluding, such Written Testing-the-Waters Communicationwithout limitation, preliminary prospectusslides, the Disclosure Packagevideos, the Prospectus (films or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show tape recordings used in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light marketing of the circumstances Shares, or (v) the Directed Share Program, provided that the Company shall not be responsible under which they were madethis clause (v) for any loss, not misleadingdamage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Share Program.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any Act (the “affiliate” (within the meaning of Rule 405 under the Act) of any UnderwriterControl Person”), and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any Underwriter or such Underwriter, any such person Control Person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, as of its effective date (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company, as of its effective date), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning an Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testingthe Pre-the-Waters CommunicationPricing Prospectus, any preliminary prospectuswhen considered together with the Pricing Information, the Disclosure Package or and the Prospectus (and any amendments or any amendment or supplement supplements thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any the Pre-Pricing Prospectus, when considered together with the Pricing Information, and such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showProspectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning an Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter to the Company expressly for use in, the Pre-Pricing Prospectus, when considered together with the Pricing Information, and such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Pre-Pricing Prospectus, when considered together with the Pricing Information, and such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Western Gas Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and membersaffiliates, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information the information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representatives to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusPreliminary Prospectus, the Pricing Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto)Prospectus, in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Securities Act) of the Act Partnership or in any Prospectus together with any combination of one or more Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters CommunicationsPreliminary Prospectus, preliminary prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectuses, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information information specified in Section 10 hereof furnished in writing by or on behalf of such Underwriter through the Representatives to the Company Partnership expressly for use in, such Written Testing-the-Waters CommunicationPreliminary Prospectus, preliminary prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters CommunicationPreliminary Prospectus, preliminary prospectus, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact included in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus.

Indemnity and Contribution. (a) a. The Company Fund agrees to indemnify, defend and hold harmless each Underwriterthe Dealer Manager, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any Underwriter the Dealer Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Fund) or in a Prospectus (the term “Prospectus” for the purpose of this Section 7 being deemed to include any preliminary prospectus, the Offering Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by or on behalf of the Representatives Dealer Manager to the Company Fund or the Investment Adviser expressly for use inwith reference to the Dealer Manager in such Registration Statement or such Prospectus. If any action, suit or proceeding (together, a “Proceeding”) is brought against the Dealer Manager or any such person in respect of which indemnity may be sought against the Fund pursuant to the foregoing paragraph, the Registration Statement (Dealer Manager or such person shall promptly notify the Fund and the Investment Adviser in writing of the institution of such Proceeding and the Fund shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the failure to so notify the Fund and the Investment Adviser shall not relieve the Fund from any liability which the Fund may have to the Dealer Manager or any amendment thereto) such person or primarily otherwise. The Dealer Manager or such person shall have the right to employ its or their own counsel in any such case, but the fees and directly arises out of, relates to expenses of such counsel shall be at the expense of the Dealer Manager or is based on any omission or alleged omission to state a material fact of such person unless the employment of such counsel shall have been authorized in writing by the Registration Statement (or any amendment thereto) Fund in connection with the defense of such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package Proceeding or the Prospectus Fund shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund (in which case the Fund shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or any amendment or supplement theretoparties), in any information provided of which events such fees and expenses shall be borne by the Fund and paid as incurred (it being understood, however, that the Fund shall not be liable for the expenses of more than one separate counsel (in addition to investors byany local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Fund shall not be liable for any settlement of any such Proceeding effected without its written consent, or but if settled with the approval ofwritten consent of the Fund, the CompanyFund agrees to indemnify and hold harmless the Dealer Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, includingif at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) the prior written consent of the Act indemnified party, effect any settlement of any pending or arises out ofthreatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, relates unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light behalf of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingindemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byPermitted Free Writing Prospectus, or with in any “issuer information” (as defined in Rule 433 under the approval of, Act) of the Company, including, without limitation, or in any investor presentations, Prospectus together with any combination of one or any “road show” as defined in Section 433(h) more of the Act Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees Transaction Entities, jointly and severally, agree to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Transaction Entities pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Transaction Entities in writing of the institution of such Proceeding and the Transaction Entities shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Transaction Entities shall not relieve the Transaction Entities from any liability which the Transaction Entities may have to any Underwriter or any such person or otherwise, except to the extent the Transaction Entities’ legal defenses have been substantially and materially prejudiced by such omission. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Transaction Entities in connection with the defense of such Proceeding or the Transaction Entities shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Transaction Entities (in which case the Transaction Entities shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Transaction Entities and paid as incurred (it being understood, however, that the Transaction Entities shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Transaction Entities shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Transaction Entities, the Transaction Entities agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any such Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including including, but not limited to, the reasonable and documented cost of investigation, and including, but not limited to, any such loss, damage, expense, liability or claim arising out of or based upon any investigation and the reasonable and documented fees and disbursements of counsel chosen or proceeding by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)any governmental authority) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment theretothe “Underwriter Information”, as further defined in Section 10 below) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such informationthe Underwriter Information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 and Section 10 being deemed to include any Base Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byCovered Free Writing Prospectus, or with the approval ofin any written Exempt Communication, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information concerning such Underwriter furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, and will reimburse each “indemnified party” (defined below) for any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending against any loss, damage, expense, liability, claim, 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 the above as such fees and expenses are incurred.

Indemnity and Contribution. (a) The Company Each of the Partnership Entities, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished the information specified in writing by the Representatives to the Company expressly for use in, the Registration Statement (Section 10 hereof or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Prospectus, any preliminary prospectus, Preliminary Prospectus and any amendments or supplements to the Disclosure Package or the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byIssuer Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road show” (as defined in Section 433(hRule 433) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”), in any “issuer information” (as defined in Rule 433 under the Securities Act) of the Act Partnership, which “issuer information” is required to be, or is, filed with the Commission or in any Prospectus together with any combination of one or more Issuer Free Writing Prospectuses or Non-Prospectus Road Show, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written TestingProspectus, Issuer Free Writing Prospectus or Non-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showRoadshow, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished information specified in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (Section 10 hereof or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written TestingProspectus, Issuer Free Writing Prospectus or Non-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Roadshow in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees New ARI and Old ARI agree to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including the Rule 430A Information, thereof by New ARI) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company New ARI expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, in any investor presentations, or any “road show” "issuer information" (as defined in Section 433(hRule 433 under the Act) of New ARI or in any Prospectus together with any combination of one or more of the Act Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company New ARI expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading or (iii) the Directed Share Program, except, with respect to this clause (iii), insofar as such loss, damage, expense, liability or claim is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Share Program. If any action, suit or proceeding (each, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against New ARI or Old ARI pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify New ARI or Old ARI in writing of the institution of such Proceeding and New ARI or Old ARI shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify New ARI or Old ARI shall not relieve New ARI or Old ARI from any liability which New ARI or Old ARI may have to any Underwriter, or any such person or otherwise except to the extent New ARI or Old ARI is not otherwise aware of such Proceeding and is materially prejudiced by such omission or New ARI or Old ARI forfeits substantial rights or defenses as a result of such omission. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by New ARI or Old ARI in connection with the defense of such Proceeding or New ARI or Old ARI shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded after consultation with counsel that there may be defenses available to it or them which are different from, additional to or in conflict with those available to New ARI or Old ARI (in which case New ARI or Old ARI shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but New ARI or Old ARI may employ counsel and may participate in the defense thereof), in any of which events such reasonable fees and expenses shall be borne by New ARI or Old ARI and paid as incurred (it being understood, however, that New ARI or Old ARI shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). New ARI or Old ARI shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of New ARI or Old ARI, New ARI or Old ARI agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement, unless there is a bona fide dispute between such indemnifying party and indemnified party regarding such reimbursement of such fees and expenses and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party. New ARI and Old ARI agree to indemnify, defend and hold harmless UBS-FinSvc and its partners, directors and officers, and any person who controls UBS-FinSvc within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, UBS-FinSvc or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of or is based upon (a) any of the matters referred to in clauses (i) through (iii) of the first paragraph of this Section 9(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of New ARI or Old ARI for distribution to Directed Share Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be state therein or necessary to make the statements therein not misleading; (ii) is caused by the failure of any Directed Share Participant to pay for and accept delivery of Reserved Shares that the Directed Share Participant has agreed to purchase; or (iii) otherwise arises out of or is based upon the Directed Share Program, provided that New ARI shall not be responsible under this clause (iii) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of UBS-FinSvc in conducting the Directed Share Program. The third paragraph of this Section 9(a) shall apply equally to any Proceeding brought against UBS-FinSvc or any such person in respect of which indemnity may be sought against New ARI or Old ARI pursuant to the foregoing sentence; except that New ARI or Old ARI shall be liable for the expenses of one separate counsel (in addition to any local counsel) for UBS-FinSvc and any such person, separate and in addition to counsel for the Underwriters, in any such Proceeding.

Indemnity and Contribution. (a) (1) The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (each affiliate of the Underwriter within the meaning of Rule 405 promulgated under the Act) Act that is involved in the offering of any Underwriterthe Securities, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of any investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel incurred in the aggregate for all Underwriters, in addition to local counsel)connection therewith) whatsoever, as incurred, which, jointly or severally, any the Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof related to this offering by the Company), including the Rule 430A Pricing Prospectus together with the Pricing Information, any Road Show Materials or arises the Prospectus (as amended or supplemented by the Company), or arising out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either the Registration Statement, the Pricing Prospectus together with the Pricing Information, any Road Show Materials or the Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter through you to the Company expressly for use inin the Registration Statement, the Registration Statement (Pricing Prospectus together with the Pricing Information, any Road Show Materials or any amendment thereto) the Prospectus or primarily and directly arises arising out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement Statement, the Pricing Prospectus together with the Pricing Information, any Road Show Materials or was the Prospectus or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading; provided, however, that with respect to any untrue statement or omission of material fact made in any Preliminary Prospectus, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, damage, expense, liability or claim purchased the Notes concerned, to the extent that any such loss, damage, expense, liability or claim of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction that (w) the Company had previously furnished sufficient copies of the Prospectus to such Underwriter, (x) delivery of the Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such Notes to such person, a copy of the Prospectus. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable and documented fees and disbursements expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise, except to the extent the Company shall not have otherwise learned of counsel chosen such Proceeding and such omission results in the forfeiture by the Representatives Company of substantial rights and defenses. Such Underwriter or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (provided in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding)) whatsoever. The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, as incurred, which, jointly or severally, the Company agrees to indemnify and hold harmless any Underwriter or and any such person may incur insofar from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as such losscontemplated by the second sentence of this paragraph, damage, expense, liability or claim arises out of, relates to or is based on then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) any untrue statement or alleged untrue statement such settlement is entered into more than 60 business days after receipt by such indemnifying party of a material fact contained in the Registration Statement (or any amendment thereto)aforesaid request, including the Rule 430A Information, or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, such settlement and (iii) such indemnified party shall have given the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided indemnifying party at least 30 days prior notice of its intention to investors by, or with the approval of, the Company, includingsettle. No indemnifying party shall, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) the prior written consent of the Act indemnified party, effect any settlement of any pending or arises out ofthreatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, relates unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light behalf of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingindemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers directors and membersofficers, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives Representative to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 7 being deemed to include the Basic Prospectus, any preliminary prospectuseach Preliminary Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byCovered Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives Representative to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 11 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included made by the Company in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package Section 3 hereof or the Prospectus (failure by the Company to perform when and as required any agreement or any amendment or supplement thereto), in any information provided to investors bycovenant contained herein, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h(iii) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a any material fact contained inin any audio or visual materials provided by the Company or based upon written information furnished by or on behalf of the Company including, and without limitation, slides, videos, films or tape recordings used in conformity connection with the marketing of the Shares. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter Information furnished or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise except to the extent that the Company shall not have otherwise learned of such proceeding and such failure to notify results in the forfeiture by the Company of substantial rights or defenses. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Company shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Company (in which case the Company shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties but the Company may employ additional counsel and participate in the defense thereof at the expense of the Company), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any the Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 8 being deemed to include any preliminary prospectusBasic Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter Information furnished in writing by or on behalf of the Representatives Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Fund and the Investment Adviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriterthe Sales Manager, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter the Sales Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the their successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any Underwriter the Sales Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Fund) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to make such information not misleading or (ii) arises out of or is based any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusRoad Show Material, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, ; except with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, either of the Disclosure Package, the Prospectus foregoing clause (or any amendment or supplement theretoi) or any road show, and (ii) insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with information concerning the Underwriter Information Sales Manager furnished in writing by or on behalf of the Representatives Sales Manager to the Company Fund expressly for use in, with reference to the Sales Manager in such Written Testing-the-Waters Communication, preliminary prospectus, the Registration Statement or in such Disclosure Package, the Prospectus (Package as set forth in Section 7(f) hereof or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in connection with such Written Testing-the-Waters Communication, preliminary prospectus, the information required to be stated in such Registration Statement or such Disclosure Package or necessary to make such information (with respect to such Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, ) not misleading. If any action, suit or proceeding (together, a “Proceeding”) is brought against the Sales Manager or any such person in respect of which indemnity may be sought against the Fund or the Investment Adviser pursuant to the foregoing paragraph, the Sales Manager or such person shall promptly notify the Fund or the Investment Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Adviser shall not relieve the Fund or the Investment Adviser from any liability which the Fund or the Investment Adviser may have to the Sales Manager or any such person to the extent Fund or the Investment Adviser are not materially prejudiced as a result thereof and in any event shall not relieve the Fund or the Investment Adviser from any liability which it may have otherwise than on account of this indemnity agreement. The Sales Manager or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of the Sales Manager or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Adviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them, which are different from, additional to or in conflict with those available, to the Fund or the Investment Adviser (in which case the Fund, the Investment Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Adviser, the Fund or the Investment Adviser, as the case may be, agrees to indemnify and hold harmless the Sales Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included made by the Company in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package Section 3 hereof or the Prospectus (failure by the Company to perform when and as required any agreement or any amendment or supplement thereto), in any information provided to investors bycovenant contained herein, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h(iii) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a any material fact contained inin any audio or visual materials provided by the Company or based upon written information furnished by or on behalf of the Company including, and without limitation, slides, videos, films or tape recordings used in conformity connection with the marketing of the Shares. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter Information furnished or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise except to the extent the company is materially prejudiced by such omission. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Company shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Company (in which case the Company shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but, if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party.

Indemnity and Contribution. (a) (i) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, Alberta Securities Laws, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereof or the Prospectuses (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state therein a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleadingmisleading (in the case of the Registration Statement, or not misleading in light of the circumstances under which they were made, in the case of such Prospectus), except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with information concerning an Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives Representative to the Company expressly for use in, the Registration Statement (therein or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such U.S. Prospectus or Canadian Prospectus or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement in the case of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors byRegistration Statement, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined not misleading in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in case of such information, in the light of the circumstances under which they were made, not misleadingProspectus).

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors by, or with “issuer information” (as defined in Rule 433 under the approval of, Act) of the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showProspectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company Each of the Fund and the Advisors, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter"), and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives or on behalf of any Underwriter to the Company Fund or the Advisors expressly for use in, the with reference to any Underwriter in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, with respect to the Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, exceptprovided, however, that the indemnity agreement contained in this subsection (a) with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the Disclosure Package, the Prospectus benefit of any Underwriter (or to the benefit of any amendment or supplement theretoperson controlling such Underwriter) or any road show, insofar as from whom the person asserting any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or purchased the APS which is based on the subject thereof if the Prospectus corrected any such alleged untrue statement or alleged untrue statement omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a material fact contained in"Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Advisors pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Advisors in conformity with writing of the institution of such Proceeding and the Fund or the Advisors shall assume the defense of such Proceeding, including the employment of counsel. Such Underwriter Information furnished or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to Fund or the Company expressly for use inAdvisors, such Written Testing-the-Waters Communicationas the case may be, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Informationdefense of such Proceeding or the Fund or the Advisors shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Fund or the Advisors (in which case neither the Fund nor the Advisors shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Advisors, as the case may be, may employ counsel and participate in the defense thereof but such fees and expenses of such counsel shall be at the expense of the Fund or the Advisors, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Advisors and paid as incurred (it being understood, however, that the Fund or the Advisor shall not misleadingbe liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Advisors shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Advisors, the Fund or the Advisors, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees and the Selling Stockholder jointly and severally agree to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives or on behalf of any Underwriter through you to the Company expressly for use in, the with reference to such Underwriter in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading misleading, or (ii) any untrue statement or alleged untrue statement made by the Company or the Selling Stockholder in Section 3 of a this Agreement or the failure by the Company or the Selling Stockholder to perform when and as required any agreement or covenant contained herein, or (iii) any untrue statement or alleged untrue statement of any material fact included contained in any Written Testing-the-Waters Communication, any preliminary prospectus, audio or visual materials provided by the Disclosure Package Company or the Prospectus (Selling Stockholder or any amendment based upon written information furnished by or supplement thereto), in any information provided to investors by, on behalf of the Company or with the approval of, the Company, Selling Stockholder including, without limitation, slides, videos, films or tape recordings, used in connection with the marketing of the Shares or (iv) the Directed Share Program, provided that, neither the Company nor the Selling Stockholder shall be responsible for any investor presentationsloss, damage, expense, liability, or any “road show” as defined claim that is finally judicially determined to have resulted from the bad faith or gross negligence of the Underwriters in Section 433(hconducting the Directed Share Program, provided, further, that the indemnity agreement contained in clause (i) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, this subsection (a) with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the Disclosure Package, benefit of any Underwriter from whom the Prospectus (or any amendment or supplement thereto) or any road show, insofar as person asserting any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or purchased the Shares which is based on the subject thereof if the Prospectus corrected any such alleged untrue statement or alleged untrue statement omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Shares to such person, unless the failure is the result of noncompliance by the Company with Section 4(i)(g) hereof. If any action, suit or proceeding (together, a material fact contained in"Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Company and the Selling Stockholder pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company and the Selling Stockholder in conformity with writing of the institution of such Proceeding and the Company and the Selling Stockholder shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company and the Selling Stockholder shall not relieve the Company and the Selling Stockholder from any liability which the Company and the Selling Stockholder may have to any Underwriter Information furnished or any such person or otherwise except to the extent the Company or the Selling Stockholder is materially prejudiced thereby. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Representatives to Company and the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Selling Stockholder in connection with the Underwriter Informationdefense of such Proceeding or the Company or the Selling Stockholder shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to be in charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded, upon written advice of counsel, that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Company and the Selling Stockholder (in which case the Company and the Selling Stockholder shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and the Selling Stockholder and paid as incurred (it being understood, however, that the Company and the Selling Stockholder shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company and the Selling Stockholder shall not be liable for any settlement of any Proceeding effected without the written consent of the Company and the Selling Stockholder, but if settled with the written consent of the Company and the Selling Stockholder, the Company and the Selling Stockholder jointly and severally agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by the indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request for reimbursement of fees and expenses of counsel prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsaffiliates, officers directors and membersofficers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPrepricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment or supplement theretosupplements to the foregoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by or on behalf of such Underwriter through the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectusProspectus (the term Prospectus for the purpose of this Section 12 being deemed to include the Preliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byPermitted Free Writing Prospectus, or with in any “issuer information” (as defined in Rule 433 under the approval of, Act) of the Company, including, without limitation, any investor presentationswhich “issuer information” is required to be, or is, filed with the Commission, or in any “road show” as defined in Section 433(h) Prospectus together with any combination of one or more of the Act Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading or (iii) the Directed Share Program, except, with respect to this clause (iii), insofar as such loss, damage, expense, liability or claim is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Underwriters in conducting the Directed Share Program. Without limitation of and in addition to its obligations under the other paragraphs of this Section 12, the Company agrees to indemnify, defend and hold harmless UBS-FinSvc and its partners, directors and officers, and any person who controls UBS-FinSvc within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, UBS-FinSvc or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (1) arises out of or is based upon (a) any of the matters referred to in clauses (i) through (iii) of the first paragraph of this Section 12(a), or (b) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or on behalf or with the consent of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) is or was caused by the failure of any Directed Share Participant to pay for and accept delivery of Reserved Shares that the Directed Share Participant has agreed to purchase; or (3) otherwise arises out of or is based upon the Directed Share Program, provided, however, that the Company shall not be responsible under this clause (3) for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of UBS-FinSvc in conducting the Directed Share Program. Section 12(d) shall apply equally to any Proceeding (as defined below) brought against UBS-FinSvc or any such person in respect of which indemnity may be sought against the Company pursuant to the immediately preceding sentence, except that the Company shall be liable for the expenses of one separate counsel (in addition to any local counsel) for UBS-FinSvc and any such person, separate and in addition to counsel for the persons who may seek indemnification pursuant to the first paragraph of this Section 12(a), in any such Proceeding.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Base Prospectus, any Pre-Pricing Prospectus, any Prospectus Supplement or the Prospectus, as any of the foregoing may be amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein, or (iii) any untrue statement or alleged untrue statement of a any material fact included contained in any Written Testing-the-Waters Communication, any preliminary prospectus, audio or visual materials provided by the Disclosure Package Company or the Prospectus (based upon written information furnished by or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, on behalf of the Company, including, without limitation, any investor presentationsslides, videos, films or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show tape recordings used in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light marketing of the circumstances under which they were made, not misleadingShares.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its of the Underwriters and their respective partners, directorsaffiliates, officers and members, directors and officers, and any person who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives such Underwriter to the Company expressly for use in, in (it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(g) hereof) the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) Prospectus in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or Prospectus or was necessary to make such information not misleading in any material respect, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 8 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Pricing Prospectus and the Prospectus, and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Securities Act) of the Act Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives such Underwriter to the Company expressly for use inin (it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(g) hereof), such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directors, directors and officers and members, any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, persons from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any the Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post effective amendment theretothereof by the Company) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as it may be amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, in and in conformity with Underwriter Information information furnished in writing by the Representatives Underwriter to the Company expressly for use in, with reference to the Underwriter in such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily . The Company and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information acknowledge and agree that the only information furnished in writing by the Representatives Underwriter to the Company expressly for use inwith reference to the Underwriter in the Registration Statement or the Prospectus is the information contained in the first two sentences of the third paragraph under the caption "Underwriting." If any action, suit or proceeding (together, a "Proceeding") is brought against the Underwriter or any such Written Testing-the-Waters Communication, preliminary prospectusperson in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Disclosure PackageUnderwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the Prospectus (employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to the Underwriter or any amendment such person or supplement thereto) otherwise. The Underwriter or such person shall have the right to employ its or their own counsel in any road show such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact of such person unless the employment of such counsel shall have been authorized in such Written Testing-the-Waters Communication, preliminary prospectus, writing by the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Company in connection with the Underwriter Informationdefense of such Proceeding or the Company shall not have, which material fact was not contained within a reasonable period of time in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, additional to or in conflict with those available to the Company, in which case the Company shall not misleadinghave the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, in any of which events such fees and expenses shall be borne by the Company and paid as incurred, it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel, in addition to any local counsel, in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding. The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Exchange Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request before the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Company) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters CommunicationProspectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any preliminary prospectusPre-Pricing Prospectus, the Disclosure Package or Prospectus Supplement, the Prospectus (and any amendments or any amendment supplements to the foregoing) or supplement thereto), in any information provided to investors byPermitted Free Writing Prospectus, or with the approval of, the Company, including, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) of the Act or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road showPermitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment Permitted Free Writing Prospectus or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Permitted Free Writing Prospectus in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directorsdirectors and officers, officers and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment theretothereof by the Company) or in a Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include the Basic Prospectus, any Pre-Pricing Prospectus, any Prospectus Supplement or the Prospectus, as any of the foregoing may be amended or supplemented by the Company), including the Rule 430A Information, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company expressly for use in, the such Registration Statement (or any amendment thereto) such Prospectus or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was such Prospectus or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein. If any action, suit or proceeding (each, a “Proceeding”) is brought against an Underwriter or any such person in respect of a material fact included which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to any Underwriter or any such person or otherwise, unless the Company was unaware of the Proceeding to which such notice would relate and the Company was materially prejudiced by such omission. Such Underwriter or such person shall have the right to employ its or their own counsel in any Written Testing-the-Waters Communicationsuch case, any preliminary prospectus, but the Disclosure Package fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Prospectus Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have been advised by counsel that representation of such indemnified party or parties and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or any amendment not such representation by the same counsel has been proposed) due to actual or supplement theretopotential differing interests between them (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any information provided of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to investors byany local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but, or if settled with the approval of, written consent of the Company, includingthe Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 90 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without limitation, any investor presentations, or any “road show” as defined in Section 433(h) the prior written consent of the Act indemnified party, effect any settlement of any pending or arises out ofthreatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, relates unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light behalf of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in such Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleadingindemnified party.

Indemnity and Contribution. (a) The Company agrees Partnership Parties, jointly and severally, agree to indemnify, defend and hold harmless each Underwriter, its partners, directors, officers officers, employees, agents and members, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwritersuch Underwriter that has, or is alleged to have, participated in the distribution of the Units, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable and documented cost of investigation and the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to local counsel)investigation) whatsoever, as incurred, which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of, relates to of or is based on upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereto), including thereof by the Rule 430A Information, Partnership) or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company Partnership expressly for use in, the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in the such Registration Statement or was necessary to make such information not misleading or misleading, (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any preliminary prospectusPreliminary Prospectus, the Disclosure Package Prospectus and any amendments or supplements to the Prospectus (or any amendment or supplement theretoforegoing), in any information provided to investors byCovered Free Writing Prospectus, or with the approval ofin any Covered Exempt Written Communication, the Company, including, without limitation, any investor presentations, or in any “road showissuer information” (as defined in Section 433(hRule 433 under the Act) of the Act Partnership, which “issuer information” is required to be, or is, filed with the Commission, or in any Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, and one or more Covered Exempt Written Communications, if any, or arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any such Written Testing-the-Waters Communications, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) Permitted Free Writing Prospectus or any road showPermitted Exempt Written Communication, insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to of or is based on upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information concerning such Underwriter Information furnished in writing by the Representatives or on behalf of such Underwriter through you to the Company Partnership expressly for use in, such Prospectus, Permitted Free Writing Prospectus or Permitted Exempt Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (Communication or any amendment or supplement thereto) or any road show or primarily and directly arises out of, relates to of or is based on upon any omission or alleged omission to state a material fact in such Prospectus, Permitted Free Writing Prospectus or Permitted Exempt Written Testing-the-Waters Communication, preliminary prospectus, the Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any road show Communication in connection with the Underwriter Informationsuch information, which material fact was not contained in the Underwriter Information such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading, and will reimburse each “indemnified party” (defined below) for any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending against any loss, damage, expense, liability, claim, 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 the above as such fees and expenses are incurred.