Common use of Indemnification by the Manager Clause in Contracts

Indemnification by the Manager. The Manager will, as to each registration in which the Manager participates, indemnify the Company, each of its directors and officers, each underwriter and each person who controls the Company or such underwriter within the meaning of either the Securities Act or the Exchange Act, and the Manager, each of its officers, directors and partners and each person controlling the Manager, against all claims, losses, expenses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in any such Registration Statement as originally filed or any amendment thereof, preliminary Prospectus or Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed the aggregate net proceeds received by the Manager from the sale of Registrable Shares held by the Manager in such registration.

Indemnification by the Manager. The Manager will, as to each registration in which the Manager participates, indemnify the Company, each of its directors and officers, each underwriter and each person who controls the Company or such underwriter within the meaning of either the Securities Act or the Exchange Act, and the Manager, each of its officers, directors and partners and each person controlling the Manager, against all claims, losses, expenses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement as originally filed or in any amendment thereofthereto, or in any preliminary Prospectus, Prospectus or the ProspectusProspectus Supplement, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary Prospectus or the ProspectusProspectus or any Prospectus Supplement, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in any such Registration Statement as originally filed or any amendment thereofthereto, preliminary Prospectus, Prospectus or ProspectusProspectus Supplement, in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed the aggregate net proceeds received by the Manager from the sale of Registrable Shares held by the Manager in such registration.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill (i) indemnify and hold harmless the Company, indemnify the Committee, each director of the Company, each member of its directors and officersthe Committee, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Shares or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent on behalf of the Manager (which consent shall not be unreasonably withheld) Manager, and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participates, will (i) indemnify and hold harmless the Company, each director of its directors and officersthe Company, each underwriter member of the Committee, each of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Shares or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent on behalf of the Manager (which consent shall not be unreasonably withheld) Manager, and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 5 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill (i) indemnify and hold harmless the Company, indemnify the Committee, each director of the Company, each member of its directors and officersthe Committee, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (1) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Securities or (2) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent on behalf of the Manager (which consent shall not be unreasonably withheld) Manager, and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 5 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill (i) indemnify and hold harmless the Company, indemnify the Committee, each director of the Company, each member of its directors and officersthe Committee, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (A) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Shares or (B) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent on behalf of the Manager (which consent shall not be unreasonably withheld) Manager, and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 3 be greater than the aggregate net proceeds fees received by the Manager pursuant to the Investment Management Agreement unless such Loss arises from the sale gross negligence or willful misconduct of Registrable Shares held by the Manager in such registrationManager.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participates, will indemnify and hold harmless the Company, the Committee, each member of the Committee, each of its directors and officersthe Company’s directors, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Boeing Indemnitees”), from and against any and all Losses to which the Boeing Indemnitees may become subject under the Securities Act, the Exchange Act, and or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officers, directors and partners and each person controlling which consent shall not be unreasonably withheld or delayed) only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement respecting the sale of the Registrable Shares, or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed or in any amendment thereofStatement, or in any preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or actionmisleading, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus, or any amendment thereof, preliminary Prospectus or Prospectussupplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager, and the Manager specifically will reimburse the Boeing Indemnitees for use thereinany reasonable legal fees and other reasonable out-of-pocket as such expenses are incurred by the Boeing Indemnitees in connection with investigating, defending, settling, compromising, or paying any such Loss or action; provided, however, that (i) the indemnity agreement contained Manager shall not be liable for any such untrue statement or alleged untrue statement or omission or alleged omission with respect to which the Manager has delivered to the Company in writing a correction before the occurrence of the transaction from which such Loss was incurred. Notwithstanding anything in this Section 7.2 Agreement to the contrary, in no event shall not apply to amounts paid in settlement of any such claim, loss, damage, the liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed 1.3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager will, as agrees to each registration in which the Manager participates, indemnify and hold harmless the Company, each of its directors and officersdirectors, each underwriter its officers who signed the Registration Statement and each person Person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and the Manageragainst any losses, each of its officers, directors and partners and each person controlling the Manager, against all claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Company, its directors, such officers and any such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as losses, expensesclaims, damages and or liabilities (or actions, proceedings action or settlements proceeding in respect thereof) arising arise out of of, or are based on upon, any untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement as originally filed or in any amendment thereofStatement, or in any preliminary the Prospectus or any other prospectus relating to the ProspectusCommon Shares, or any amendment or supplement thereto, or any preliminary prospectus, or arise out of, or are based upon, any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto or any preliminary Prospectus or the Prospectusprospectus, in the light of the circumstances under in which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, ) not misleading in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such Registration Statement as originally filed or any amendment thereof, preliminary Prospectus or Prospectus, therein in reliance upon and in conformity with written information related to the Manager or its plan of distribution furnished to the Company by the Manager specifically expressly for use therein; provided, however, it being understood that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement such information consists solely of any such claim, loss, damage, liability or action if such settlement is effected without statements that the consent Manager may suspend the offering of the Manager (which consent shall not be unreasonably withheld) and (ii) that Common Shares at any time upon proper notice to the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed the aggregate net proceeds received by the Manager from the sale of Registrable Shares held by the Manager in such registrationCompany.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participates, will indemnify and hold harmless the Company, Hercules, the Committee, each of its directors and officersthe Company’s directors, each underwriter of the Company’s officers who signed the Registration Statement, each of the Company’s employees and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all losses, claims, damages, liabilities or expenses to which the Company Indemnitees may become subject under the Securities Act, the Exchange Act, and or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed) only to the extent such losses, directors and partners and each person controlling the Manager, against all claims, lossesdamages, expenses, damages and liabilities or expenses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement respecting the sale of the Registrable Shares, or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed or in any amendment thereofStatement, or in any preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or actionmisleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus, or any amendment thereof, preliminary Prospectus or Prospectussupplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager, and the Manager specifically will reimburse the Company Indemnitees for use thereinany legal and other expenses as such expenses are reasonably incurred by the Company Indemnitees in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that (i) the indemnity agreement contained in this Section 7.2 Manager shall not apply to amounts paid in settlement of be liable for any such claim, loss, damage, untrue statement or alleged untrue statement or omission or alleged omission with respect to which the Manager has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred. In no event shall the liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed 1.3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill (i) indemnify and hold harmless the Company, indemnify the Committee, each director of the Company, each member of its directors and officersthe Committee, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (A) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Shares or (B) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager specifically Manager, and reimburse such Company Indemnitee for use therein; providedany reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, howeverdefending, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of settling, compromising or paying any such claim, loss, damage, Loss or action. In no event shall the liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed 3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager will, as to each registration in which the Manager participates, indemnify the Company, each of its directors and officers, each underwriter and each person who controls the Company or such underwriter within the meaning of either the Securities Act or the Exchange Act, and the Manager, each of its officers, directors and partners and each person controlling the Manager, against all claims, losses, expenses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in any such Registration Statement as originally filed or any amendment thereof, preliminary Prospectus or Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed the aggregate net proceeds received by the Manager from the sale of Registrable Shares held by the Manager in such registration.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participates, will indemnify and hold harmless the Company, the Benefit Plans Investment Committee of JCPenney, JCPenney, each of its directors the Company’s and officersJCPenney’s directors, each underwriter of the Company’s and JCPenney’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “JCPenney Indemnitees”), from and against any and all losses, claims, damages, liabilities or expenses to which the JCPenney Indemnitees may become subject under the Securities Act, the Exchange Act, and or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed) only to the extent such losses, directors and partners and each person controlling the Manager, against all claims, lossesdamages, expenses, damages and liabilities or expenses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement respecting the sale of the Registrable Shares, or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed or in any amendment thereofStatement, or in any preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or actionmisleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus, or any amendment thereof, preliminary Prospectus or Prospectussupplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager, and the Manager specifically will reimburse the JCPenney Indemnitees for use thereinany legal and other expenses as such expenses are reasonably incurred by the JCPenney Indemnitees in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that (i) the indemnity agreement contained in this Section 7.2 Manager shall not apply to amounts paid in settlement of be liable for any such claim, loss, damage, untrue statement or alleged untrue statement or omission or alleged omission with respect to which the Manager has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred. In no event shall the liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed 1.3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willagrees that to the extent permitted by law it will protect, indemnify and hold harmless LIPA, the Authority and their respective representatives, trustees, directors, officers, employees and subcontractors (as applicable in the circumstances), (the "LIPA Indemnified Parties") from and against (and pay the full amount of) any Loss-and-Expense and will defend the LIPA Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to each registration in property arising out of any matter for which the Manager participatesis responsible under Section 6.11 hereof. The Manager shall not, however, be required to reimburse or indemnify any LIPA Indemnified Party for any Loss-and-Expense to the Companyextent any such Loss-and-Expense is due to (a) any matter for which LIPA is responsible under Section 6.11 hereof, each (b) the negligence or other wrongful conduct of any LIPA Indemnified Party, (c) any Force Majeure event, (d) any act or omission of any LIPA Indemnified Party judicially determined to be responsible for or contributing to the Loss-and-Expense, or (e) any matter for which the risk has been specifically allocated to LIPA hereunder. A LIPA Indemnified Party shall promptly notify the Manager of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the Manager the opportunity to defend such claim, and shall not settle the claim without the approval of the Manager. The Manager shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its directors and officersown choosing that is reasonably acceptable to the LIPA Indemnified Parties; provided, each underwriter and each person who controls the Company or such underwriter within the meaning of either the Securities Act or the Exchange Acthowever, and the Managerthat, each of its officers, directors and partners and each person controlling the Manager, against all claims, losses, expenses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary Prospectus or such settlement, the ProspectusManager shall obtain written release of all liability of the LIPA Indemnified Parties, in form and substance reasonably acceptable to the light of LIPA Indemnified Parties. Notwithstanding the circumstances under which they were made)foregoing, each LIPA Indemnified Party shall have the right to employ its own separate counsel in connection with, and will reimburse to participate in (but, except as provided below, not control) the Companydefense of, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case but the fees and expenses of such counsel incurred after notice to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in any such Registration Statement as originally filed or any amendment thereof, preliminary Prospectus or Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent its assumption of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager defense thereof shall be liable under this Section 7.2. shall not in any event exceed at the aggregate net proceeds received by the Manager from the sale expense of Registrable Shares held by the Manager in such registration.LIPA Indemnified Party unless:

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participates, will indemnify and hold harmless the Company, the Committee, each member of the Committee, each of its directors and officersthe Company’s directors, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Boeing Indemnitees”), from and against any and all Losses to which the Boeing Indemnitees may become subject under the Securities Act, the Exchange Act, and or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officers, directors and partners and each person controlling which consent shall not be unreasonably withheld or delayed) only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement respecting the sale of the Registrable Shares, or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed or in any amendment thereofStatement, or in any preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or actionmisleading, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus, or any amendment thereof, preliminary Prospectus or Prospectussupplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager, and the Manager specifically will reimburse the Boeing Indemnitees for use thereinany reasonable legal fees and other reasonable out-of-pocket as such expenses are incurred by the Boeing Indemnitees in connection with investigating, defending, settling, compromising or paying any such Loss or action; provided, however, that (i) the indemnity agreement contained Manager shall not be liable for any such untrue statement or alleged untrue statement or omission or alleged omission with respect to which the Manager has delivered to the Company in writing a correction before the occurrence of the transaction from which such Loss was incurred. Notwithstanding anything in this Section 7.2 Agreement to the contrary, in no event shall not apply to amounts paid in settlement of any such claim, loss, damage, the liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed 1.3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participates, will (i) indemnify and hold harmless the Company, each director of its directors and officersthe Company, each underwriter member of the Committee, each of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Shares or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing (including by e-mail) to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent on behalf of the Manager (which consent shall not be unreasonably withheld) Manager, and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 5(b) be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill indemnify and hold harmless the Company, indemnify the Committee, each of the Company’s directors, each of the Company’s officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors and officersdirectors, each underwriter and of its officers who signed the Registration Statement or each controlling person who controls the Company or such underwriter within the meaning of either may become subject, under the Securities Act or Act, the Exchange Act, and or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed) only to the extent such losses, directors and partners and each person controlling the Manager, against all claims, lossesdamages, expenses, damages and liabilities or expenses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement respecting the sale of the Registrable Shares, or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement, as amended as of the time the Registration Statement as originally filed or in any amendment thereofwas declared effective by the SEC, or in any preliminary Prospectus or the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or actionmisleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus, or any amendment thereof, preliminary Prospectus or Prospectussupplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager, and the Manager specifically will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or each controlling person for use therein; providedany reasonable legal and other expenses as such expenses are reasonably incurred by the Company, howevereach of its directors, that (i) each of its officers who signed the indemnity agreement contained Registration Statement or each controlling person in this Section 7.2 shall not apply to amounts paid in settlement of connection with investigating, defending, settling, compromising or paying any such loss, claim, loss, damage, liability, expense or action. In no event shall the liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed 1.3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill (i) indemnify and hold harmless the Company, indemnify the Committee, each director of the Company, each member of its directors and officersthe Committee, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent on behalf of the Manager (which consent shall not be unreasonably withheld) Manager, and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participates, will (i) indemnify and hold harmless the Company, the Retirement Funds Investment Committee of OfficeMax, each of its directors the Company’s directors, employees, and officersagents, each underwriter and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “OfficeMax Indemnitees”), from and against any and all losses, claims, damages, liabilities or expenses to which the OfficeMax Indemnittees may become subject under the Securities Act, the Exchange Act, and or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed) only to the extent such losses, directors and partners and each person controlling the Manager, against all claims, lossesdamages, expenses, damages and liabilities or expenses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (A) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement respecting the sale of the Registrable Shares, or (B) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed or in any amendment thereofStatement, or in any preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or actionmisleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus, or any amendment thereof, preliminary Prospectus or Prospectussupplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager specifically Manager, and (ii) will reimburse the OfficeMax Indemnitees for use thereinany legal and other expenses as such expenses are reasonably incurred by the OfficeMax Indemnitees in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that (i) the indemnity agreement contained in this Section 7.2 Manager shall not apply to amounts paid in settlement of be liable for any such claim, loss, damage, untrue statement or alleged untrue statement or omission or alleged omission with respect to which the Manager has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred. In no event shall the liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed 1.3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill (i) indemnify and hold harmless the Company, indemnify the Trusts Investment Committee of the Company (the “Committee”), each director of the Company, each member of its directors and officersthe Committee, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Shares or (ii) any untrue statement (or alleged untrue statement) statement of a and material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made)) not misleading, and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager specifically expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 5 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill (i) indemnify and hold harmless the Company, indemnify Detroit Edison, the Plan Sponsor, the Committee, each director of the Company, each member of its directors and officersthe Committee, each underwriter of the Company’s officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (i) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Shares or (ii) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent on behalf of the Manager (which consent shall not be unreasonably withheld) Manager, and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.

Indemnification by the Manager. The Manager willTo the extent permitted by applicable law, as to each registration in which the Manager participateswill (i) indemnify and hold harmless the Company, indemnify Detroit Edison, the Plan Sponsor, the Committee, each director of the Company, each member of its directors and officersthe Committee, each underwriter of the Company's officers who signed the Registration Statement and each person person, if any, who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Company Indemnitees”), from and against any and all Losses to which any Company Indemnitee may become subject under the Securities Act, and the Exchange Act or any other federal or state law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Manager, each of its officerswhich consent shall not be unreasonably withheld or delayed), directors and partners and each person controlling only to the Manager, against all claims, losses, expenses, damages and liabilities extent such Losses (or actions, proceedings or settlements actions in respect thereofthereof as contemplated below) arising arise out of or are based upon (A) any failure on the part of the Manager to comply with the covenants and agreements contained in this Agreement with respect to the sale of the Registrable Shares or (B) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the Registration Statement as originally filed Statement, the Prospectus or in any amendment thereofor supplement thereto, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary the Prospectus or the Prospectusany supplement thereto, in the light of the circumstances under which they were made), and ) not misleading; provided that the Manager will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred be liable in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in any such the Registration Statement as originally filed Statement, the Prospectus or any amendment thereof, preliminary Prospectus or Prospectus, supplement thereto in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent on behalf of the Manager (which consent shall not be unreasonably withheld) Manager, and (ii) that reimburse such Company Indemnitee for any reasonable legal fees and other reasonable out-of-pocket expenses as such expenses are incurred by such Company Indemnitee in connection with investigating, defending, settling, compromising or paying any such Loss or action. In no event shall the total amount for which liability of the Manager shall be liable under this Section 7.2. shall not in any event exceed 3 be greater than the aggregate net proceeds fees received by the Manager from pursuant to the sale of Registrable Shares held by the Manager in such registrationInvestment Management Agreement.