Common use of Instructions, Indemnification and Limitation of Liability Clause in Contracts

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an officer of the Company listed on the attached Schedule A (an “Appropriate Officer”). Without limiting the generality of the foregoing or any other provision of this Agreement, each Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer of the Company and which such Agent reasonably believes to be genuine. B. The Company shall indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives against, and hold them harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Company shall not be so obligated for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Company. Promptly after the receipt by the Subscription Agent of notice of any Claim, the Subscription Agent shall notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claim, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claim. For the purposes of this Section 12, the term “liability and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all liability and expenses directly or indirectly arising out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability or expense which shall arise out of the gross negligence, bad faith or willful misconduct of the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Company.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any reasonable instructions or directions furnished to it by an appropriate officer of the Company listed on Fund, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, absent its own or its nominees’ negligence, bad faith or willful misconduct, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Fund which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall Fund will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and reasonable expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated Fund, except for any liability or expense (i) which shall arise to the extent arising out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation in connection with the services performed hereunder, the Subscription Agent shall notify the Company Fund thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified The Fund, if a party to deliver prompt notice of any Claim. The Company claim, shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability or expense which shall arise out of the gross Agent’s or its nominees’ negligence, bad faith or willful misconduct or which arise out of the Company breach of any representation or warranty of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that the partnersAgent’s aggregate liability during any term of this Agreement with respect to, directorsarising from, officersor arising in connection with this Agreement, managersor from all services provided or omitted to be provided under this Agreement, employeesfor indemnification, attorneys whether in contract, or representatives of in tort, or otherwise, is limited to, and shall not exceed, the Companyamounts paid hereunder by the Fund to Agent as fees and charges but not including reimbursable expenses, during the twelve (12) calendar months immediately preceding the event for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent's refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent's negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent's aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of six (6) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any reasonable instructions or directions furnished to it by an appropriate officer of the Company listed on Fund, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, absent its own negligence, bad faith or willful misconduct, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Fund which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall Fund will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and reasonable expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated Fund, except for any liability or expense (i) which shall arise to the extent arising out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation in connection with the services performed hereunder, the Subscription Agent shall notify the Company Fund thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified The Fund, if a party to deliver prompt notice of any Claim. The Company claim, shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that the Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, for indemnification, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the Company or amounts paid hereunder by the partnersFund to Agent as fees and charges but not including reimbursable expenses, directors, officers, managers, employees, attorneys or representatives of during the Companytwelve (12) calendar months immediately preceding the event for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of twelve (12) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Company. nominees. C. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. D. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith or willful misconduct of the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Companyfor which Agent is not entitled to indemnification under this Agreement.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and reasonable expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise to the extent arising out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation in connection with the services performed hereunder, the Subscription Agent shall notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified The Company, if a party to deliver prompt notice of any Claim. The Company claim, shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that the Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, for indemnification, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges but not including but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of twelve (12) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s gross negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of twelve (12) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an a duly authorized officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 121, the term “liability "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent's refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent's negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent's aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of six (6) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement with reasonable care and in good faith upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it it, in writing, by an authorized officer of the Company Company, which authorized officers are listed on the attached Schedule A (an “Appropriate Officer”)Exhibit B, whether in conformity with the provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer authorized officer of the Company; provided that , which authorized officers are listed on the Company shall not be so obligated attached Exhibit B, except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Agent as fees and charges, but not including reimbursable expenses. Notwithstanding the foregoing, any claim arising in whole or in part out of or relating to the Agent’s breach of confidentiality obligations will be limited to $1,000,000.00 (one million dollars) and no limitation or exclusion of Agent’s liability will apply with respect to any claim arising out of or relating to Agent’s willful misconduct or gross negligence (i.e., willful misconduct and gross negligence are not subject to the above-referenced $1,000,000.00 breach of the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Companyconfidentiality limitation).

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent Agent, or the partners, directors, officers, managers, employees, attorneys such nominees or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companyindependent contractors. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent's refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent's or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability independent contractor's negligence or expense willful misconduct or which shall arise out of the gross negligence, bad faith breach of any representation or willful misconduct warranty of the Agent hereunder, for which the Agent is not entitled to indemnification under this Agreement; provided, however, that Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Companyto Agent as fees and charges.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent's refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent's negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent's aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed $250,000. D. The name H&Q Healthcare Investors is the designation of the Company Trustees for the time being under an Amended and Restated Declaration of Trust dated April 21, 1987, and all persons dealing with H&Q Healthcare Investors must look solely to the trust property for enforcement of any claim against the Company, as none of the Trustees of the Company, its officers or the partners, directors, officers, managers, employees, attorneys or representatives Shareholders assume any personal liability for obligations entered into on behalf of the Company.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent Each of the Agents undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Each Agent shall be entitled to rely upon any instructions or directions furnished to it by an officer of the Company listed on the attached Schedule A B (an “"Appropriate Officer”"). Without limiting the generality of the foregoing or any other provision of this Agreement, each Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer of the Company and which such Agent reasonably believes to be genuine. B. The Company shall will indemnify each of the Subscription Agent Agents and its their respective partners, directors, officers, managers, employees, agents, attorneys and representatives against, and hold them harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent seeking indemnification (including the Fee and Service Schedule attached hereto as Exhibit B) or the instructions or directions furnished to the Subscription such Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription such Agent or the such partners, directors, officers, managers, employees, agents, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companyand representatives. Promptly after the receipt by the Subscription an Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation arising out of or related to the Subscription performance of that Agent shall hereunder, such Agent shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claimsuch demand, claim, action, suit, proceeding or investigation, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action, suit, proceeding or investigation. For the purposes of this Section 12, the term “"liability and expense” shall include " means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the applicable Agent(s) and the Company, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent Each of the respective Agents, not jointly and severally, shall at all times act in good faith and agree to use its their respective commercially reasonable efforts to insure the accuracy of all services provided under this Agreement and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, agents, attorneys and representatives (a "Company Indemnitee") harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection relating to such Agent's respective (i) refusal or failure to comply, including any breach, with the services described in terms of this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability or expense which shall arise out of the gross Agreement, (ii) negligence, bad faith or willful misconduct or (iii) breach of any representation, warranty or covenant hereunder, unless finally determined by a court of competent jurisdiction that such losses have resulted from the negligence or willful misconduct of such Company Indemnitee; provided, however, that the respective Agent's aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, two times the amounts paid under this Agreement by the Company or to the partners, directors, officers, managers, employees, attorneys or representatives of the Companyrespective Agents other than reimbursable expenses.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Fund, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Fund which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall Fund will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated Fund, except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Fund, notify the Company Fund thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company Fund shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, $125,000. D. The name H&Q Life Sciences Investors is the designation of the Company or Trustees for the partnerstime being under an Amended and Restated Declaration of Trust dated April 21, directors1987, officersas amended, managers, employees, attorneys or representatives and the Agent shall look solely to the assets of the CompanyFund for enforcement of any claim against the Fund, as none of the Trustees, officers and shareholders of the Fund assumes any personal liability for obligations entered into on behalf of the Fund.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Fund, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Fund which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall Fund will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated Fund, except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Fund, notify the Company Fund thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company Fund shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent's refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent's negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent's aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the Company amounts paid or billed hereunder by the partnersFund to Agent as fees and charges, directorsbut not including reimbursable expenses, officers, managers, employees, attorneys or representatives of during the Companytwelve (12) calendar months immediately preceding the event for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Fund, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Fund which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall Fund will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and reasonable expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated Fund, except for any liability or expense (i) which shall arise to the extent arising out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation in connection with the services performed hereunder, the Subscription Agent shall notify the Company Fund thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified The Fund, if a party to deliver prompt notice of any Claim. The Company claim, shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that the Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, for indemnification, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the Company or amounts paid hereunder by the partnersFund to Agent as fees and charges but not including reimbursable expenses, directors, officers, managers, employees, attorneys or representatives of during the Company.twelve (12) calendar months immediately preceding the event for which recovery from the Agent is being sought..

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an officer of the Company listed on the attached Schedule A (an “Appropriate Officer”). Without limiting the generality of the foregoing or any other provision of this Agreement, each the Subscription Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer of the Company and which such the Subscription Agent reasonably believes to be genuine. B. The Company shall indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives against, and hold them harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Company shall not be so obligated for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Company. Promptly after the receipt by the Subscription Agent of notice of any Claim, the Subscription Agent shall notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claim, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claim. For the purposes of this Section 12, the term “liability and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all liability and expenses directly or indirectly arising out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability or expense which shall arise out of the gross negligence, bad faith or willful misconduct of the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Company.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Company. nominees. C. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. D. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of twelve (12) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement with reasonable care and in good faith upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an authorized officer of the Company listed on Fund, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Fund which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall Fund will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys officers and representatives employees against, and hold them harmless from, all liability and reasonable expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated Fund, except for any liability or expense (i) which shall arise to the extent arising out of the gross negligence, bad faith or faith, willful misconduct or breach of this Agreement of the Subscription Agent or the partners, directors, officers, managers, its officers and employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Company. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation in connection with the services performed hereunder, the Subscription Agent shall notify the Company Fund thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified The Fund, if a party to deliver prompt notice of any Claim. The Company claim, shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the indemnifying party, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that the Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Fund to Agent as fees and charges but not including reimbursable expenses. Notwithstanding the foregoing, no limitation or exclusion of Agent’s liability will apply with respect to any claim arising out of or relating to Agent’s bad faith or willful misconduct of the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Companymisconduct.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Fund, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Fund which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall Fund will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and reasonable expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated Fund, except for any liability or expense (i) which shall arise to the extent arising out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation in connection with the services performed hereunder, the Subscription Agent shall notify the Company Fund thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified The Fund, if a party to deliver prompt notice of any Claim. The Company claim, shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that the Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, for indemnification, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the Company or amounts paid hereunder by the partnersFund to Agent as fees and charges but not including but not including reimbursable expenses, directors, officers, managers, employees, attorneys or representatives of during the Companytwelve (12) calendar months immediately preceding the event for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s gross negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of twelve (12) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Fund which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall Fund will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and reasonable expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise to the extent arising out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation in connection with the services performed hereunder, the Subscription Agent shall notify the Company Fund thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified The Company, if a party to deliver prompt notice of any Claim. The Company claim, shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that the Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, for indemnification, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the Company or amounts paid hereunder by the partnersFund to Agent as fees and charges but not including but not including reimbursable expenses, directors, officers, managers, employees, attorneys or representatives of during the Companytwelve (12) calendar months immediately preceding the event for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled is hereby authorized and directed to rely upon any accept instructions or directions furnished with respect to it by an officer the performance of its duties hereunder from the Chairman of the Company listed on Board, President and Chief Executive Officer, any Vice President (including any Senior or Executive Vice President), the attached Schedule A (an “Appropriate Officer”)Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company, or any other person designated by any of them, and to apply to such officers for advice or instructions in connection with its duties, and it will not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s gross negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation, bad faith warranty or willful misconduct agreement of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of twelve (12) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled is hereby authorized and directed to rely upon any accept instructions or directions furnished with respect to it by an officer the performance of its duties hereunder from the Chairman of the Company listed on Board, President and Chief Executive Officer, the attached Schedule A (an “Appropriate Chief Financial Officer”), the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Company, or any other person designated by any of them, and to apply to such officers for advice or instructions in connection with its duties, and it will not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any direct losses, damages, costs, charges, counsel fees, payments, expenses and all liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s gross negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty or agreement of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of twelve (12) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Equity Trust, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company Equity Trust which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall Equity Trust will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated Equity Trust, except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Equity Trust, notify the Company Equity Trust thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company Equity Trust shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives Equity Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the Company or amounts paid hereunder by the partnersEquity Trust to Agent as fees and charges, directorsbut not including reimbursable expenses, officers, managers, employees, attorneys or representatives of during the Companysix (6) calendar months immediately preceding the event for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon and shall be indemnified and held harmless in acting, or omitting to act, in reliance upon any instructions or directions furnished to it by an officer Mxxx X. Xxxxxxxxx, President and Chief Executive Officer of the Company, Rxxxxx X. Xxxx, Chief Financial Officer and Secretary of the Company listed on and/or Jxxx X. X’Xxxxx, Senior Managing Director/General Counsel of the attached Schedule A Company, or any other person subsequently notified to you in writing by any of the foregoing (each, an “Appropriate Authorized Officer” and, collectively, the “Authorized Officers”), whether in conformity with the provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Authorized Officer which conforms to the applicable requirements of the Company this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Authorized Officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding and, after such assumption, the Agent shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such claim or proceeding. For the purposes of this Section 12, the term “liability "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Company and expense” shall include the Agent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability or expense which shall arise out of the gross Agent’s negligence, bad faith or willful misconduct or which arise out of the breach of any representation or warranty of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of twelve (12) calendar months immediately proceeding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement with reasonable care and in good faith upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it it, in writing, by an officer of the Company Company’s authorized officers, authorized signatories or their designees, which authorized officers and authorized signatories are listed on the attached Schedule A (an “Appropriate Officer”)Exhibit B, whether in conformity with the provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that ’s authorized officers, authorized signatories or their designees, which authorized officers and authorized signatories are listed on the Company shall not be so obligated attached Exhibit B, except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Agent as fees and charges, but not including reimbursable expenses. Notwithstanding the foregoing, any claim arising in whole or in part out of or relating to the Agent’s breach of confidentiality obligations will be limited to $1,000,000.00 (one million dollars) and no limitation or exclusion of Agent’s liability will apply with respect to any claim arising out of or relating to Agent’s willful misconduct or gross negligence (i.e., willful misconduct and gross negligence are not subject to the above-referenced $1,000,000.00 breach of the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Companyconfidentiality limitation).

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by (including the Subscription Agent Fee and Service Schedule attached hereto as Exhibit A) or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent's refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent's negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent's aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or to Agent as fees and charges, but not including reimbursable expenses, during the partners, directors, officers, managers, employees, attorneys or representatives of six (6) calendar months immediately preceding the Companyevent for which recovery from the Agent is being sought.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an officer of the Company listed on the attached Schedule A (an “Appropriate Officer”). Without limiting the generality of the foregoing or any other provision of this Agreement, each Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer of the Company and which such Agent reasonably believes to be genuine. B. The Company shall indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives against, and hold them harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Company shall not be so obligated for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Company. Promptly after the receipt by the Subscription Agent of notice of any Claim, the Subscription Agent shall notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claim, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claim. For the purposes of this Section 12, the term “liability and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure ensure the accuracy of all services provided under this Agreement and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all liability and expenses directly or indirectly arising out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability or expense which shall arise out of the gross negligence, bad faith or willful misconduct of the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Company.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or such nominees. In order for a person (the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii“indemnified party”) to be entitled to any indemnification provided for any liability or expense under Section 12(B) in respect of,f arising out of or involving a settlement of claim made by any Claim unless such settlement has been made with person against the prior written consent indemnified party (a “Third Party Claim”), the indemnified party must notify the indemnifying party in writing (and in reasonable detail) of the Company. Promptly after the Third Party Claim promptly following receipt by the Subscription Agent such indemnified party of notice of such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnifying party shall deliver to the indemnifying party, promptly following the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the Subscription Agent indemnifying party shall notify the Company thereof in writing. In no case shall the Company not be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of for any Claimlegal expenses subsequently incurred by the indemnified party in connection with the defense thereof. The Company shall be entitled to participate at as its own expense in the defense of any such Third Party Claim, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability and expense” shall include means any amount paid or payable to satisfy any Third Party Claim in compliance with this Section 12, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claimThird Party Claim in compliance with this Section 12. If the Company chooses to assume the defense of the Third Party Claim, demandthe Agent shall cooperate in the defense thereof. Whether or not the Company assumes the defense of the Third Party Claim, actionthe Agent shall not admit any liability with respect to, suitor settle, proceeding compromise or investigationdischarge, such Third Party Claim without waiving in writing all rights to indemnification under this Agreement with respect to such Third Party Claim or, if Agent is seeking indemnification from Company, without the Company’s prior written consent (which consent shall not be unreasonably withheld). If the Company assumes the defense of the Third Party Claim, the Agent shall agree to any settlement, compromise or discharge of a Third Party Claim that the Company may recommend and that by its terms obligates the Company to pay the full amount of the liability in connection with such Third Party Claim, which releases the Agent completely in connection with such Third Party Claim and that would not otherwise adversely affect the Agent. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the gross negligencebreach of any representation or warranty of Agent hereunder, bad faith for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or willful misconduct of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company or the partnersto Agent as fees and charges, directors, officers, managers, employees, attorneys or representatives of the Companybut not including reimbursable expenses.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions furnished to it by an appropriate officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Officer officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent’s control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and expense for any claim, action, suit, proceeding or investigation (each, a “Claim”) against any such party that arises which may arise out of or in connection with the services described in this Agreement to be performed by (including the Subscription Agent Fee and Service Schedule attached hereto as Exhibit A) or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer appropriate officer of the Company; provided that the Company shall not be so obligated , except for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim for indemnification in respect thereof is to be made by the Agent against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at as its own expense in the defense of any Claimsuch claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim or of any other legal action or proceeding. For the purposes of this Section 12, the term “liability expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, which consent shall not be unreasonably withheld, and expense” shall include all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement be responsible for and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability and expenses directly or indirectly arising out of or in connection attributable to Agent’s refusal or failure to comply with the services described in terms of this Agreement to be performed by the Subscription Agent Agreement, or the instructions which arise out of Agent’s negligence or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability willful misconduct or expense which shall arise out of the breach of any representation or warranty of Agent hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Agent as fees and charges, but not including reimbursable expenses; provided, however, that such limitation of liability shall not apply under any circumstances in which the Agent’s action or failure to act constitutes gross negligence, bad faith or willful misconduct of the Company or the partners, directors, officers, managers, employees, attorneys or representatives of the Companymisconduct.

Instructions, Indemnification and Limitation of Liability. The Subscription Agent undertakes the respective duties and obligations imposed by this Agreement upon the following terms and conditions: A. The Subscription Agent shall be entitled to rely upon any instructions or directions expressly furnished to it by an officer Authorized Officer of the Company listed on Company, whether in conformity with the attached Schedule A (an “Appropriate Officer”)provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, each the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Appropriate Authorized Officer of the Company which conforms to the applicable requirements of this Agreement and which such the Agent reasonably believes to be genuinegenuine and the Agent shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. B. The Company shall will indemnify the Subscription Agent and its partners, directors, officers, managers, employees, attorneys and representatives nominees against, and hold them it harmless from, all liability and reasonable expense for arising from any claim, action, suit, proceeding or investigation relating to (each, a “Claim”i) against any such party that arises out of or in connection with the services performed by the Agent as described in this Agreement to be performed by the Subscription Agent Agreement, or (ii) the instructions or directions expressly furnished to the Subscription Agent relating to this Agreement by an Appropriate Authorized Officer of the Company; provided that the Company shall not be so obligated , except in each case, for any liability or expense (i) which shall arise out of the gross negligence, bad faith or willful misconduct of the Subscription Agent or the partners, directors, officers, managers, employees, attorneys or representatives of the Subscription Agent or (ii) for any liability or expense arising out of a settlement of any Claim unless such settlement has been made with the prior written consent of the Companynominees. Promptly after the receipt by the Subscription Agent of notice of any Claimdemand or claim or the commencement of any claim, action, suit, proceeding or investigation, the Subscription Agent shall shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. In no case shall the Company be liable under this Section 12 to the extent it is materially prejudiced by failure of any indemnified party to deliver prompt notice of any Claim. The Company shall be entitled to participate at its own expense in the defense of any Claimsuch action, andsuit, proceeding or investigation, or, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any Claimsuch claim, action, suit, proceeding or investigation. For the purposes of this Section 12, the term “"liability and expense” shall include " means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees (including one local counsel, if necessary) and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. C. The Subscription Agent shall at all times act in good faith and agree to use its commercially reasonable efforts to insure the accuracy of all services provided under this Agreement and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, attorneys and representatives hold it harmless from and against any and against, all liability and reasonable expenses directly arising from any claim, action, suit, proceeding or indirectly arising out of investigation, including reasonable counsel fees and disbursements, paid or incurred in connection investigating or defending against any such claim, action, suit, proceeding or investigation, relating to (i) the Agent's refusal or failure to comply, including any breach, with the services described in terms of this Agreement to be performed by Agreement, or (ii) the Subscription Agent or the instructions or directions furnished to the Subscription Agent relating to this Agreement by an Appropriate Officer of the Company; provided that the Subscription Agent shall not be so obligated for any liability or expense which shall arise out of the gross Agent's negligence, bad faith or willful misconduct which results in the breach of any representation, warranty or agreement of the Agent hereunder; provided, however, that the Agent shall not be obligated to indemnify the Company pursuant to this Section 12(C) for any amount of liability or expenses to the extent such liability or expenses exceed 300% of the aggregate fees paid or to be paid to the Agent pursuant to this Agreement. Promptly after the receipt by the Company of notice of any demand or claim or the partnerscommencement of any claim, directorsaction, officerssuit, managersproceeding or investigation, employeesthe Company shall, attorneys if a claim in respect thereof is to be made against the Agent, notify the Agent thereof in writing. The Agent shall be entitled to participate at its own expense in the defense of any such claim, action, suit, proceeding or representatives investigation, or, if it so elects, at any time after receipt of such notice, it may assume the defense of any such claim, action, suit, proceeding or investigation. D. No party to this Agreement shall, without the prior written consent of the Companyother party hereto, effect any settlement of any pending or threatened claim, action, suit, proceeding or investigation in respect of which the other party hereto is or could have been a party and indemnity could have been sought hereunder by such other party hereto, unless such settlement includes an unconditional release of such other party hereto from all liability on claims that are the subject matter of such claim, action, suit, proceeding or investigation and does not include an admission of fault, culpability or a failure to act, by or on behalf of the other party hereto. E. Notwithstanding any other provision in this Agreement to the contrary, no party shall be entitled to indemnification or contribution under this Agreement in violation of Section 17(i) of the Investment Company Act.